RE: Businness Combination Agreement18 Feb 2024 13:45
I wonder if these 'sensible people' are aware of the current price of gas. My guess is that they do a simplistic comparison to AkerBP to come up with their $15 billion valuation, which I think is nonsense primarily because of the high ratio of gas in the HBR/Wintershall combination c. 60% (AkerBP 15%) and c.$11/boe Opex (AkerBP c. $6/boe).
Or perhaps they refer to the purchase terms, $11.2 bn (effective date 30 June 2023), which include a $4.15 bn valuation on issued shares (thereby assigning a 360p valuation to the shares) and a $2.15bn valuation to cash flows that accrue between 30th June 2023 and completion in 2024 Q4.
Add that $11.2bn valuation to HBR at 227p, $2.2bn, (ahead of announcement) gets you to $13.4bn. I’m happy to call that a rounding error on $15bn, but unless there is a significant recovery in the price of gas, and or significant increase in the price of oil, $13.4bn market value is way too optimistic.
The 360p number is meaningless. It’s the price on the completion date (or their share sale date) that’s relevant to the Wintershall owners.
The $2.14bn of cash flow costs is important. If the cash flows don’t meet $2.14bn then HBR pays the difference to the Wintershall Dea’s owners. HBR has a $1bn bridging loan in place to cover the shortfall.
Quarterly cash flow numbers are highly volatile, particularly given the nature of the Norwegian tax structure, which is time related close to actual profits and investments – I think it’s a two-quarter delay.
Taking 2023 Q3, the first 3 months of the relevant ‘cash flow period’, operating cash flow was €409m, and after €274m of investment the FCF was €134m. Of course, the investment adds value to the business, but these investments were already in the schedule, as will the 2024 investments, ahead of determining the $2.14bn cash payment. (That’s my understanding, but I’d be delighted if someone can convince me otherwise)
After 3 months, the cash flow contribution to the $2.14bn payment is €134m ($144m). This Thursday we’ll get the 2023 Q4 number.