Herbert Smith Freehills advises BTG and Prime on completion of transformational amalgamation of Prime and Africa Oil Corp.

Leading international law firm Herbert Smith Freehills has advised Banco BTG Pactual (BTG), the largest investment bank in Latin America and Prime Oil & Gas (Prime) on the completion of the consolidation of its 50% interest in Prime with its joint venture partner Africa Oil Corp. (AOC). As a result of the completion, BTG has become the largest shareholder in AOC (35.5%).

Prime is focused on exploration and production of oil and gas in Nigeria and owns interests in deep-water assets located offshore Nigeria. AOC is an oil and gas company listed on the Toronto Stock Exchange and Swedish Stock Exchange with interests in offshore Nigeria, Namibia, South Africa and Equatorial Guinea. The combined entity has ambitious growth targets and a stated objective to grow into a leading full-cycle sustainable E&P company.

The cross-border transaction involved the re-domiciliation of BTG's Luxembourg incorporated intermediate holding company to British Columbia and its merger with a special purpose vehicle of AOC by way of a British Columbia amalgamation, resulting in the transfer of BTG's interest in Prime to AOC, in exchange for the issue of shares in AOC to BTG.

The Herbert Smith Freehills team was led by Corporate partners Mark Bardell and Laura Hulett and senior associate Marcelo Valenca.

Partner Mark Bardell comments, "We are proud to have advised long-standing clients BTG and Prime on this transformational transaction for the energy sector. This cross-border deal demonstrates our deep knowledge of the African markets, alongside our ability to advise on complex public M&A."