On 18 December 2006, Statoil and Norsk Hydro ASA announced that they had agreed on a merger of Hydro's oil and energy activities with Statoil. The merger was completed on 1 October 2007 and Statoil changed its name to StatoilHydro ASA.
The merger was implemented by means of a demerger transaction effected in accordance with Norwegian law whereby the assets, rights and obligations relating to Hydro's oil and energy activities and certain related assets were transferred to the merged company for a consideration in the form of shares of Statoil to be issued to the shareholders of Norsk Hydro ASA (Hydro). Hydro shareholders received 0.8622 shares in the merged company for each Hydro share that they owned and 0.8622 ADSs in Statoil for each Hydro ADS that they owned. Following completion of the merger, the Norwegian State owned 62.5% of our shares and as of 5 March 2009, the Norwegian State owns 67% of our shares.
In accordance with the terms of the merger plan, with effect from 1 January 2007, the merged company took over certain assets, rights and obligations related to Hydro's activities, including:
- All payment obligations relating to outstanding bonds of the Norsk Hydro group, totalling approximately NOK 19 billion as of 1 January 2007;
- All guarantee obligations relating to the Hydro assets transferred to the merged company, representing a guarantee liability of approximately NOK 20 billion as of 1 January 2007;
- The allocation of rights, assets and obligations (including environmental and pension liabilities) based on an allocation ratio determined in accordance with the merger plan;
- The inter-company demerger balance represented a loan or claim of such magnitude that the net interest-bearing debt of the Hydro assets transferred to the merged company was NOK 1 billion as of 1 January, 2007;
- The assumption of pension obligations relating to employees of Norsk Hydro ASA transferred to the merged company and certain former and retired employees; and
- All historical and future rights and obligations with respect to taxation issues of the relevant Hydro activities from 1 January 2007.