CNOOC Acquires Nexen for US$19.5B

CNOOC Limited, through a wholly owned subsidiary, completed its acquisition of Nexen Inc. for total consideration of approximately US$19.5 billion, including the assumption of debt.

CNOOC, together with its subsidiaries, is China's largest producer of offshore crude oil and natural gas and is one of the largest independent oil and gas exploration and production companies in the world. Nexen is a Canadian-based global energy company with resources in some of the world' s most significant basins including the UK North Sea, offshore West Africa, the United States and Canada.

The acquisition of Nexen was carried out by way of a plan of arrangement pursuant to which CNOOC indirectly ac-quired all of Nexen's outstanding common shares at a price of US$27.50 in cash per share and all of Nexen's outstanding preferred shares at a price of $26.00 per share plus accrued and unpaid dividends up to, but excluding, the effective date of the arrangement.

CNOOC was represented in-house by its legal team led by Zhang Bing and including Peng Yi, Zhang Weihua, Yao Mi and Ding Min, by Stikeman Elliott LLP with a team that included: in Toronto, William Braithwaite, John Ciardullo, Mike Devereux, Christos Gazeas, J.R. Laffin and Warren Ng (M&A); Ron Durand and John O'Connor (tax); Michael Kilby (competition/foreign investment); Andrea Boctor and Luc Vaillancourt (pensions); Kelly O'Ferrall (employment); Larry Cobb (environmental) and Lewis Smith (banking); in Calgary, Chris Nixon, Keith Chatwin and Benjamin Hudy (M&A); Brad Grant, Kurtis Reed and Cam Anderson (energy); Leland Corbett (banking); Mike Dyck (banking and real estate); Greg Plater (environmental); Gary Clarke and Cheryl Rea (employment) and David Weekes (tax); and in Ottawa, Lawson Hunter and Susan Hutton (competition/foreign investment); and by Davis Polk & Wardwell LLP with a team that included: in New York, George Bason Jr., Leonard Kreynin, Brian Snyder and James Elworth (M&A) and Ronan Harty (antitrust); in Washington, DC, John Reynolds III and Jeanine McGuinness (CFIUS); in Beijing, Howard Zhang (M&A); and in Hong Kong, Kirtee Kapoor (M&A) and Paul Chow and Antony Daprian (securities). Herbert Smith Freehills LLP advised CNOOC on the UK and EU aspects of the takeover bid with a team led by James Quinney (competition) and Simon Tysoe (energy), assisted by corporate associates Laura Hulett and John Murray.

Nexen was represented in-house by Alan O'Brien, Rick Beingessner, James Cummings and Joe Cumming; by Blake, Cassels & Graydon LLP, with a team that included: in Calgary, Pat Finnerty, Jeff Bakker, Ross Bentley, John Eamon, Chris Prokop and Olga Kary (M&A); David Tupper and Melanie Gaston (litigation); Brian Thiessen (employment); Sean Maxwell (pensions) and Robert Kopstein (tax); Joan Chambers (competition) in Vancouver; and in Toronto, Shlomi Feiner, Michael Gans (M&A); Jason Gudofsky (competition/foreign investment); Connie Reeve (employment) and Caroline Helbronner (pensions); and by Paul, Weiss, Rifkind, Wharton & Garrison LLP, with a team that included: in New York, Andrew Foley and Edwin Maynard (M&A/securities) and David Sicular (tax); in Washington, DC, Richard Elliott (CFIUS); in Toronto, Steve Centa; and in Hong Kong, Jeanette Chan (M&A).

Nexen's Board of Directors was advised by Richard A. Shaw PC and by Burnet, Duckworth & Palmer LLP, with a team led by Grant Zawalsky and including Kelsey Clark and Kent Breedlove.

Covington & Burling LLP partners Mark Plotkin, Stuart Eizenstat, and David Fagan led the firm's representations of Nexen before CFIUS, a matter which also involved partner John Veroneau and senior international policy advisor Alan Larson.

Norton Rose LLP acted as EU antitrust counsel to Nexen with a team that comprised Mark Jones and Jacqui Williams.