Carey Olsen advises Gulf Keystone Petroleum on proposed US$1 billion-plus combination with ShaMaran Petroleum

Carey Olsen has advised Gulf Keystone Petroleum (LSE & OSE: GKP) on the Bermuda law aspects of its proposed combination with ShaMaran Petroleum, which will create a leading independent oil producer focused on the Kurdistan Region of Iraq and Federal Iraq.

The transaction will be implemented by way of a statutory merger under Bermuda law, with Gulf Keystone continuing as the surviving company. Following completion, existing Gulf Keystone and ShaMaran shareholders will each own approximately 50% of the combined company, which will have a pro-forma market capitalisation of more than US$1 billion.

Under the terms of the transaction, ShaMaran shareholders will receive newly issued Gulf Keystone shares valued at approximately US$601 million in aggregate. Subject to applicable Bermuda law, Gulf Keystone's bye-laws and board approval, Gulf Keystone also intends to pay a US$50 million special dividend to its existing shareholders at closing.

The combination will bring together four oil assets across Kurdistan and Federal Iraq, with combined estimated working interest 2P reserves of 323 million barrels and pro-forma working interest production of 53,000 barrels of oil per day.

The transaction has been unanimously approved by the boards of both companies and remains subject to shareholder and regulatory approvals and other customary closing conditions. Completion is expected in mid-2027.

The Carey Olsen team advising Gulf Keystone on the transaction was led by Alexander Collis and Matthew Perriment, with assistance from Bermuda associates Jordan Powell, Solene Roblot and Sarah Hagarty.

Carey Olsen worked alongside BAHR, which acted as coordinating lead legal adviser under Norwegian and Swedish law, and Herbert Smith Freehills Kramer LLP as English legal adviser.

The transaction is expected to complete in mid-2027, subject to the satisfaction or waiver of the applicable conditions.