Key facts about the merger and shares
The merger of Norsk Hydro ASA’s oil and gas activities with Statoil ASA to form Statoil ASA was completed on October 1, 2007
October 1, 2007, is the first date the merged company Statoil trades on Oslo Stock Exchange and the New York Stock Exchange.
Following the merger Statoil will have a share capital of NOK 7,971,617,757.50 comprising 3,188,647,103 shares with a nominal value of NOK 2.50 each.
Statoil will trade under the ticker symbol STL on the Oslo Stock Exchange and under ticker symbol STO on NYSE.
For Hydro shareholders:
September 28, 2007, was the last date that Hydro-shares traded inclusive the right to receive shares in Statoil.
Each Norsk Hydro ASA shareholder will receive Statoil shares based on their shareholder holdings registered at the Norwegian Central Securities Depository (VPS) on 3 October 2007, that is, reflecting trading undertaken on 28 September with settlement on a T+3 basis.
One share in Norsk Hydro ASA entitles the shareholder to 0.8622 shares in Statoil ASA. Fractions of shares will not be issued. Fractional shares will be aggregated into whole shares and sold in the market.
The net proceeds, i.e. the selling price after deduction of accrued costs in connection with the transaction, will be distributed proportionally between those shareholders entitled to fractions.
The consideration shares will be delivered to Hydro’s shareholders via the VPS on 3 October 2007 and will be available in investors’ accounts on 4 October 2007. Any relevant cash proceeds for fractions of shares are expected to be paid on 11 October 2007.
Taxable income in respect of receipt of Statoil ADSs and tax basis in the Statoil ADSs
As described more fully in the Norsk Hydro merger plan under “Material Tax Consequences”, if you are a U.S. resident, the Statoil ADSs received in respect of the merger of Hydro Petroleum into Statoil should be treated as a distribution on Norsk Hydro shares or ADSs of an amount equal to the fair market value, in U.S. dollars, of the Statoil ADSs on the date of their receipt.
Because Norsk Hydro does not calculate earnings and profits for U.S. tax purposes, such distribution should be treated as a taxable dividend on Norsk Hydro shares or ADSs for U.S. tax purposes.
The U.S. tax basis in Statoil ADSs should similarly be equal to the fair market value, in U.S. dollars, of the Statoil ADSs on the date of their receipt. A 1099DIV will be provided by Statoil’s account registrar, Bank of New York, at year end.