OJSC “Gazprom” has obtained a fairness opinion (the “Opinion”) on the price of the acquisition by its affiliate, “Gazprom Finance B.V.”, of a 72.663% stake in OJSC “Sibneft” for US$ 13.079 billion.
The Opinion has been prepared by Deutsche Bank AG (London Branch) (“Deutsche Bank”). The price has been reduced in comparison with the previously announced estimate of US$ 13.091 billion, following additional negotiations between the buyer and the sellers.
In preparing the Opinion, Deutsche Bank experts analyzed, inter alia, certain information about Sibneft’s financial and business operations and its position in the Russian and global stock markets. For example, Deutsche Bank reviewed Sibneft stock trading turnover and market value data, compared Sibneft’s financial ratios with those of exchange-traded peer-group companies and performed such other studies and analyses and considered such other factors as Deutsche Bank deemed appropriate.
In delivering the Opinion, Deutsche Bank assumed, inter alia, that upon the conclusion of this transaction and other transactions entered into or to be entered into, OJSC “Gazprom” and its affiliates will own over 75% of the voting shares of Sibneft and that there will be no material adverse impact on Sibneft and its affiliates from any existing litigation.
As a result of its review, Deutsche Bank came to the view that the payment of US$ 13,079 billion for 72.663% of OJSC “Sibneft” shares was fair from a financial point of view to OJSC “Gazprom”.