Jurisdiction - China
China – CNOOC Agrees USD15.1bn To Acquire Nexen.


25 July, 2012
Paul, Weiss client Nexen Inc., an independent, Canada-based global energy company with operations in the UK, Canada, Nigeria, the United States and elsewhere, has entered into a definitive agreement under which CNOOC Limited, China’s largest producer of offshore crude oil and natural gas and one of the largest independent oil and gas exploration and production companies in the world, will acquire all of the outstanding common shares of Nexen for $27.50 per share in cash, in a transaction valued at approximately $15.1 billion.  The purchase price represents a premium of 61% to the closing price of Nexen’s common shares on the NYSE on July 20, 2012, and a premium of 66% to Nexen’s 20 trading-day volume-weighted average share price. 
As was widely reported, the deal, once completed, would be the largest overseas acquisition ever by a Chinese company. And as The New York Times reported, the deal comes as companies around the world work to build their holdings in so-called unconventional resources, which include gas-rich hard rock formations.
The transaction, which will be completed by way of a Canadian plan of arrangement, is expected to close in the fourth quarter of 2012, subject to satisfaction of closing conditions.
Davis Polk & Wardwell LLP and Stikeman Elliott LLP acted as legal counsel to CNOOC. 

Nexen’s legal adviser are Blake Cassels & Graydon LLP and Paul Weiss Rifkind Wharton & Garrison LLP.  
The Paul, Weiss team advising Nexen on U.S. matters includes corporate partners Jeanette Chan, Andrew Foley, Edwin Maynard and Robert Schumer, corporate counsel Didier Malaquin and international trade counsel Richard Elliott.
Blake Cassels’ team was led by Pat Finnerty. 
The Davis Polk corporate team includes partners George R. Bason Jr., Howard Zhang, Leonard Kreynin and Kirtee Kapoor and associates Brian J. Snyder and James E. Elworth. 
Toronto partners William Braithwaite and John Ciardullo worked on the deal from Stikeman, which served as Canadian counsel. 
For further information, please contact:
Andrew McGrath, Paul, Weiss, Rifkind, Wharton & Garrison
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