SANDNES: Vår Energi ASA and BlueNord ASA have agreed to combine their businesses in a transaction that will create the largest independent oil and gas producer in Europe, the companies announced Tuesday.
The deal adds high-quality, long-life assets on the Danish Continental Shelf to Vår Energi’s portfolio, bringing stable long-term production with limited near-term investments. The combination is expected to strengthen cash generation and enhance Vår Energi’s long-term dividend capacity while reinforcing its position as a reliable energy supplier to Europe.
Transaction Details and Shareholder Considerations
Under the terms of the agreement, Vår Energi will establish a new subsidiary that will merge with BlueNord ASA. BlueNord shareholders will receive 248.4 million new Vår Energi shares and NOK 1,964 million ($204 million) in cash as merger consideration. This equates to 9.7153 Vår Energi shares and NOK 76.83 in cash for each BlueNord share held.
Following completion, existing Vår Energi shareholders are expected to own approximately 90.95% of the outstanding shares, while BlueNord shareholders will hold about 9.05%. Eni will remain the long-term strategic majority shareholder with approximately 57.33% ownership post-transaction.
The boards of directors of both companies have unanimously approved the proposed transaction, which is subject to approval by BlueNord shareholders at an extraordinary general meeting, regulatory and governmental approvals, and other customary conditions. The transaction is not subject to further due diligence or financing.
Closing is expected around the end of 2026.
Strategic Benefits and Financial Outlook
The combined entity is projected to deliver long-term production of approximately 450 thousand barrels of oil equivalents per day, with about 2.4 billion boe of reserves and resources and a reserve life of approximately 15 years. The company will maintain a balanced oil and gas production mix at roughly 65% oil and 35% gas.
The transaction adds two new gas delivery points to the European market — Nybro and Den Helder — while maintaining low operating costs of approximately $10–11 per boe and top quartile emissions intensity of about 10 kg CO₂ per boe.
Vår Energi expects the transaction to be accretive on a per-share basis to production, reserves, cash flow from operations and free cash flow, while increasing dividend capacity over time. The company remains committed to its long-term dividend policy of distributing 25–30% of cash flow from operations after tax over the cycles.
As a result of expected value creation, Vår Energi intends to increase its second-quarter 2026 dividend to $350 million, payable exclusively to existing Vår Energi shareholders. The company also intends to distribute a $350 million dividend for the third quarter of 2026 to shareholders of the combined company.
Vår Energi expects accumulated post-tax synergies of $250–300 million for the 2027–2032 period, driven primarily by reduced financing costs, lower overhead costs and access to the company’s investment-grade rated balance sheet.
“We are creating a stronger, more diversified company with increased scale, resilience and cash generation,” said Nick Walker, chief executive officer of Vår Energi. “The combination increases production, reserves and resources, underpinning our ability to deliver long-term value to our shareholders.”
BlueNord CEO Euan Shirlaw said the combination “creates a North Sea company of real scale and resilience” that continues the company’s focus on reliable energy supply to Europe and meaningful returns to shareholders.
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