Repsol YPF

PDF Version (194 Kb) 21 December 2007, 17:07 CET

The price agreed values the company at 15,000 millon dollars

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Today, Antonio Brufau, Chairman & CEO of Repsol YPF, and Enrique Eskenazi, Chairman of the Petersen Group, signed a binding memorandum of agreement for the acquisition by the Argentine business group of 14.9% of YPF’s capital stock.  The agreement contemplates that the Petersen Group will be able to increase its interest to up to 25% through a purchase option for an additional 10.1%.

This transaction, the purchase price of which values YPF at U.S.$15 billion, will play a key role in the development of Repsol YPF’s Strategic Plan and will significantly contribute to a greater diversification of the Repsol Group’s assets and drive its organic growth.

The two-part structure of the agreement is designed to facilitate the transaction, and allows the Petersen Group to take an immediate equity interest in YPF.

The sale price of 14.9% of YPF amounts to U.S.$2.235 billion.  Within a maximum of four years after the purchase, the Petersen Group may exercise, under equivalent financial conditions, an option to purchase an additional 10.1% of YPF’s capital stock.

The transaction’s design is in line with market parameters and, to carry it out, the Petersen Group has relied on the financial backing of international banks such as Credit Suisse, BNP Paribas, Goldman Sachs and Banco Itaú.  Additionally, as is customary in transactions of this nature, Repsol YPF will provide a vendor loan, in the amount of U.S.$1.015 billion.

The development of the transaction, which is strategic for both partners, envisions that Repsol YPF make a public stock offering of approximately 20% of YPF’s capital stock once the purchase of the 14.9% is complete.  The purpose of the public offering is to provide access to minority shareholders, including YPF and Repsol YPF Group employees.

The transaction agreed by the Petersen Group and Repsol YPF will comply with all disclosure and regulatory requirements of the Securities and Exchange Commission (SEC), the Argentine Stock Exchange (CNV), and the Spanish Stock Exchange (CNMV).

After the agreement, YPF will have a new management structure led by the Chairman and CEO of Repsol YPF, Antonio Brufau.

Enrique Eskenazi, in his individual capacity, will be a Vice Chairman of YPF.  Sebastian Eskenazi will be the Chief Executive Officer and Antonio Gomis the Chief Operating Officer of YPF.  The composition of YPF’s Board of Directors will reflect the new shareholder structure.

In connection with the agreement signed today, UBS, Latham & Watkins and Pérez Alati acted as advisers to Repsol YPF, and Credit Suisse, Garrigues, Cleary Gottlieb Steen & Hamilton and Brons & Salas acted as advisers to the Petersen Group.

Statements by the Chairmen of Repsol YPF and the Petersen Group

• Antonio Brufau: 

• “We are in agreement with the Petersen Group on the future vision of YPF.  We share the same corporate culture and business philosophy, based on transparency, efficiency and commitment.”
• “The Petersen Group is the most qualified partner for Repsol YPF given its experience in regulated markets, its industrial and financial structure, and its knowledge of the Argentine market throughout its more than 85 years of existence.”
• “The transaction announced today creates a team combining complementary capacities of two partners: the global efficiency of Repsol in the oil business and the Petersen Group’s business management skill in Argentina.  This combination, together with the strength of YPF’s assets and the professional and human quality of the more than 11,000 people it is made up of, guarantee the future success of what was agreed today.”
• “The entrance of the Petersen Group represents the addition of a strategic business partner for YPF, joining the company as a permanent shareholder, that knows the Argentine market and the economic and business environments of Argentina well and will assist with strengthening of YPF’s projects in the country and throughout the region.” 

• Enrique Eskenazi:

• “This agreement is cause for pride not only for the Petersen Group but also for our partners at Repsol.  We think it represents a significant accomplishment for the Argentine people, as YPF is an obvious symbol tied to the development and history of our country.”
• “We have chosen to buy into YPF’s capital stock in two steps, as this was the fastest and most effective way to become part of the company.”
• “Energy and oil represent a major business opportunity at this time in Argentina and throughout the region. It is a privilege to enter into this venture together with an oil company that is the largest in our country and one of the leading oil companies in the world, with highly qualified and motivated personnel.”
• “With this agreement, we intend to join the company’s growth through hard work, investment, and technology. I am convinced that this is the challenge we must take on together with our partners and the entire Repsol YPF team.”
    

Anexo (PDF 216 Kb)

Last updated: 21 Dec 2007