Last week, the State High Court of the Federal Capital Territory of Abuja made an ex-parte order of interim injunction restraining Mobil Producing Nigeria and its shareholders from completing the Share Sale and Purchase Agreement previously signed with Seplat Energy.
In February 2022, and after months of negotiations, Seplat Energy had announced a $1.283bn cash proposition to acquire the shares of Mobil Producing Nigeria from ExxonMobil Corporation. This remains the biggest oil & gas transaction of the year so far, and one set to significantly expand Seplat Energy’s business in Nigeria.
Mobil Producing Nigeria holds the entire operate shallow water business of ExxonMobil in Nigeria, representing some 95,000 barrels of oil equivalent per day (boepd) of working interest production. It also includes the Qua Ibo export terminal that exports oil to global markets, and the Bonny River Terminal that processes natural gas liquids into cooking gas notably.
The NNPC had very early on expressed its disagreement over the deal. The state-owned giant, set to be officially unveiled as new commercial entity later this month, has sought to expand its upstream portfolio in recent years. Last year, it notably pre-empted a deal by Nigerian independent ConOil from acquiring Chevron Nigeria’s interest in OMLs 86 & 88.
However, because Seplat Energy’s acquisition of Mobil Producing Nigeria is a corporate transaction and not an asset-based one, the pre-emption matter has remained subject of debate. In May, Seplat Energy had notably confirmed that it had received a letter from the NUPRC declining its consent on the transaction.
The ex-parte order of interim injunction made by the State High Court last week is a response to NNPC seeking to declare a dispute between itself and Mobil Producing Nigeria in relation to their interpretation of pre-emption rights under their Joint-Operating Agreement (JOA).