Conyers advises Vallares on $4.2 billion Genel merger - September 2011

Martin S. Lane, Kieran P.J. Loughran, Anton Goldstein, Audrey M. Robertson, Veronica Strande • Posted 07/09/2011 • Under Deals & Cases

Merger will create a top three London-listed exploration and production player

Conyers Dill & Pearman has acted as BVI and Anguillan legal counsel in advising investment vehicle Vallares Plc on its planned $4.2bn (£2.26bn) merger with Turkish oil company Genel Energy International, the largest oil producer in the Kurdistan Region of Iraq.

On September 7, Vallares agreed to purchase 100% of Genel by way of an all-share reverse-takeover, in which Vallares will issue new shares worth US$2.1 billion at a price of £10 a share to acquire 100% of Genel. Genel will retain a 50% stake in the new company, Genel Energy Plc. The merger is expected to complete in October 2011, subject to the approval of the Kurdistan Regional Government.

The Conyers' team was led from Conyers' London office by directors Martin Lane and Kieran Loughran, with Veronica Strande in London and Audrey Robertson and Anton Goldstein in BVI assisting. Conyers is advising alongside Freshfields Bruckhaus Deringer. Mayer Brown and Turkish Counsel Yazici are advising Genel.

Martin Lane commented: "The Vallares/Genel merger was an exciting transaction to work on and will create a company which is likely to be one of the top three independent, UK-listed exploration and production players."

Conyers has deep experience in providing innovative legal advice on the offshore aspects of takeovers in the resources sector. The firm recently advised London-listed Vedanta Resources Plc in financing a proposed buyout of a 51-60% stake in Cairn India Limited, India's fourth-largest oil and gas company, for an aggregate consideration of US$8.5 - 9.6 billion in cash, one of the biggest acquisitions in recent years in India. Conyers also advised on Glencore International AG's $2bn sale to Xstrata in 2009.

Vallares was formed by former BP CEO Tony Hayward and Nathaniel Rothschild and listed on the London Stock Exchange in June 2011 to acquire or establish a major company, business or asset that has significant operations in the resources sector (with a focus on the oil and gas industry).