Cnooc Limited Class A · SSE:600938
Cnooc Limited Class A — Merger or Acquisition (June 2005)
29 slides from Cnooc Limited Class A's merger presentation, Jun 23, 2005
Slide 1: Important Notice
Important Notice This presentation contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securiti
Slide 2: Unocal is an excellent strategic fit for CNOOC Ltd.
Unocal is an excellent strategic fit for CNOOC Ltd. |X| Company-transforming merger |X| Doubles production and increases reserves by almost 80% |X| World-class international portfolio |X| Leadership position in Asia |X| Complementary gas/LNG positions |X| Attractive financial outcome |X| EPS and cas
Slide 3: Key transaction terms
Key transaction terms Form of transaction: 100% cash Per share consideration: $67 per Unocal share Implied transaction value: Equity value of approximately $18.5 billion Enterprise value of approximately $19.6 billion1 Conditions: CNOOC Ltd. and Unocal Shareholder approvals Exon-Florio approval in t
Slide 4: Financing structure
Financing structure Acquisition financing (US$ billion) Achieving financing objectives Cash on CNOOC Ltd. balance sheet 3 |X| Solid investment grade credit profile ICBC term loan 6 |X| Simple execution and low cost GS/JPM bridge loan 3 |X| Certainty of acquisition financing CNOOC Ltd. parent subordi
Slide 5: Milestones and status/timing
Milestone Status/timing |X| Sign merger agreement with Unocal |X| Subject to Chevron merger agreement and actions of Chevron and Unocal |X| U.S. regulatory approvals |X| HSR Signing + 35 days (estimated) |X| Hart-Scott-Rodino Exon-Florio Signing + 90 days (estimated) |X| Exon-Florio |X| Other materi
Slide 6: Agenda
Agenda Transaction overview 6 Unocal overview 12 Integration planning 18 Conclusion 21 Appendix 24 6
Slide 7: Transaction valuation is in line with industry trading multiples
Transaction valuation is in line with industry trading multiples Industry trading multiples1 Unocal Transaction Valuation ---------------------------- CNOOC Ltd. Large-cap Independent (US$ billion) ($67/share) current International E&P2 Asia E&P3 - ---------------------------------------------------
Slide 8: Creates an upstream leader
Creates an upstream leader Source: Public company filings Note: Figures based on reported CNOOC Ltd. and Unocal financial data; summation calculation for illustrative purpose only and does not constitute pro-forma analysis 8
Slide 9: With a more balanced asset portfolio
.... with a more balanced asset portfolio A more balanced oil/gas reserve profile reduces CNOOC Ltd.'s exposure to commodity price cyclicality Source: Unocal and CNOOC Ltd. published information Note: Figures based on reported CNOOC Ltd. and Unocal financial data; summation calculation for illustrat
Slide 10: Transforms CNOOC Ltd. in size, scale and geographical footprint
Transforms CNOOC Ltd. in size, scale and geographical footprint Approximately 70% of Unocal's assets are located in Asia and Caspian regions, which are strategic to CNOOC Ltd. Source: Unocal and CNOOC Ltd. published information, website; figures as of year end 2004 Note: Figures based on reported CN
Slide 11: Creates additional opportunities
Creates additional opportunities |X| Accelerate commercialization of Unocal's substantial gas resources |X| Optimize capital investment program to enhance return on investment |X| Apply Unocal's deepwater drilling capabilities and other expertise to CNOOC Ltd.'s portfolio |X| Integrate Unocal's staf
Slide 12: Agenda
Agenda Transaction overview 6 Unocal overview 12 Integration planning 18 Conclusion 21 Appendix 24 12
Slide 13: Unocal has a world-class E&P portfolio with a concentration in Asia
Unocal has a world-class E&P portfolio with a concentration in Asia * Units indicated in footnote US Canada Azerbaijan and others Asia Reserves Production Reserves Production Reserves Production Reserves Production - ------------------------------- ------------------------------- -------------------
Slide 14: Unocal's portfolio of development projects with substantial growth profile
Unocal has an attractive portfolio of development projects with substantial growth profile Gulf of Mexico deepwater Azerbaijan Bangladesh |X| Mad Dog and K2 on stream H1 2005 |X| Phases 1 & 2 add ~750 mbbl/d by 2007 |X| Moulavi Bazaar on stream Q1 2005 |X| Multiple discoveries (St. Malo, |X| Phase 3
Slide 15: Unocal LNG assets commercialized more efficiently with CNOOC Ltd.
Unocal LNG assets will be commercialized more efficiently when combined with CNOOC Ltd. Approximately 75% of Unocal's gas reserves are in Asia *Per Heads of Agreement Source: Unocal company reports, Website 15
Slide 16: Unocal offers CNOOC Ltd. a presence in North America
Unocal offers CNOOC Ltd. a presence in North America with an attractive GOM deepwater portfolio Alaska (US) |X| 29 mboe/d production |X| Main positions in North Slope and Cook Inlet Canada |X| 110 mmboe proved reserves |X| 30 mboe/d production |X| 10.1 R/P, 45% gas reserves |X| Activities concentrat
Slide 17: Unocal's operating and technical strengths
Unocal's operating and technical strengths |X| Leading operational capabilities |X| World-class deepwater drilling - efficient and low-cost |X| Repeatable, low-cost platform design and installation |X| Integrated reservoir management |X| World-class technical expertise |X| Sub-salt seismic imaging |
Slide 18: Agenda: Integration planning
Agenda Integration planning 18
Slide 19: Short-term integration objectives
Short-term integration objectives |X| The primary objective is to maintain the stability of Unocal's operations post-transaction |X| Retain most of the senior management, give high-level autonomy |X| Maintain current operations |X| Minimize Unocal management distraction and aim to retain its competi
Slide 20: Pro forma organization structure
Pro forma organization structure |X| Complementary organizational structure |X| Merger of Indonesian operations over time 20
Slide 21: Pro forma organization structure
INTEGRATION PLANNING Pro forma organization structure Pro forma CNOOC Ltd. Unocal current operations > CNOOC CNOOC Ltd. current opers Siac! Y Pay at + + Tianjin Shenzhen Indonesia _Indonesia co eis ‘SBUs area areas Shanghai Zhanjiang Thailand esth = Complementary organizational structure ™ Merger of
Slide 22: Merger with Unocal fits CNOOC Ltd.'s strategy
Merger with Unocal fits CNOOC Ltd.'s strategy CNOOC Ltd. strategies How Unocal fits CNOOC Ltd.'s strategy Focus on production and |X| 79% increase in reserves and doubling reserve growth of production |X| Substantially visible pipeline of development projects |X| Prospective resources provide source
Slide 23: CNOOC Ltd. and Unocal - a compelling merger
CNOOC Ltd. and Unocal - a compelling merger CNOOC UNOCAL 76 Scale |X| Size and scale |X| Expands and diversifies geographic footprint |X| Leading Asian E&P company Industrial logic |X| Strategic fit with CNOOC Ltd.’s gas strategy |X| Balanced oil/gas portfolio mix |X| Strong and highly visible produ
Slide 24: Agenda: Appendix
Agenda Appendix [X]Profile of key Unocal assets 24
Slide 25: Unocal's Indonesia resources position it as a major supplier to Bontang
Unocal's extensive resources in Indonesia position it to become a major supplier to Bontang LNG Capacity overview1 1 Source: Unocal company reports, Website Development of significant deepwater gas resources |X| Varying interests in 12 offshore PSCs covering approximately 7 million acres |X| Opportu
Slide 26: Unocal is the leading gas producer in Thailand
Unocal is the leading gas producer in Thailand, one of the region's fastest growing markets Future growth in Thailand production (mboe/d) 1 Source PTT Investor presentation, PTT Website 2 As per Heads of Agreement, Unocal Website Future growth in Thailand domestic gas demand |X| Gas demand driven by
Slide 27: ACG stake provides participation in one of the world's largest oil projects
ACG stake provides for participation in one of the world's largest oil gas projects Strategic (1,762 km) transportation route to Mediterranean (B-T-C) Main export pipeline (B-T-C) Planned crude capacity of 1 mmbbl/d Project to be completed some time in Q2 or Q305 Source: Unocal company reports, Webs
Slide 28: Unocal's position in the Gulf of Mexico with deepwater upside
Unocal has an attractive position in the Gulf of Mexico with substantial upside from deepwater Source: Unocal company reports, Website
Slide 29: Signatures
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CNOOC Limited Date: June 23, 2005 By: /s/ Cao Yunshi Name: Cao Yunshi Title: Company Secretary