Statoil enters Bakken and Three Forks oil plays through cash acquisition of Brigham Exploration Company

Statoil ASA (OSE: STL, NYSE: STO) and Brigham Exploration Company (NASDAQ: BEXP)
announced today that they have entered into a merger agreement for Statoil to
acquire all of the outstanding shares of Brigham for USD 36.5 per share through
an all-cash tender offer.
 
The Brigham Board of Directors has unanimously recommended to its shareholders
that they accept the offer. Ben "Bud" M. Brigham, Chairman, President and CEO
and the other executive officers and directors of Brigham, who collectively own
approximately 2.5% of the outstanding shares, have agreed to tender all of their
shares.
 
The total equity value is approximately USD 4.4 billion, reflecting an
enterprise value of approximately USD 4.7 billion, based on June 30, 2011 net
debt.
 
Brigham, based in Austin, Texas, has over 100 employees in Austin and North
Dakota and a strong position in the attractive Bakken and Three Forks tight oil
plays in the Williston Basin in North Dakota and Montana.
 
"The US unconventional plays hold a substantial resource base and represent an
increasingly important part of future energy supplies. Statoil has step by step
developed industrial capabilities through early entrance into Marcellus and
Eagle Ford. Entering the Bakken and Three Forks tight oil plays and taking on
operatorship represents a new significant step for Statoil. We are positioning
ourselves as a leading player in the fast growing US onshore oil and gas
industry, in line with the strategic direction we have set out," says Helge
Lund, President and CEO of Statoil.
 
The transaction will provide Statoil with more than 375,000 net acres in the
Williston Basin, which holds potential for oil production from the Bakken and
Three Forks formations. Brigham also holds interests in 40,000 net acres in
other areas. At this early stage of development the risked resource base is
estimated at 300-500 million barrels of oil equivalent (boe), equity. Current
equity production is approximately 21,000 boe per day, and the acreage has
potential to ramp up to 60,000-100,000 boe per day equity production over a five
year period.
 
The Bakken and Three Forks formations are among the largest oil accumulations in
the United States. Various sources have estimated the technically recoverable
reserves to be in the range of 5 - 24 billion boe, over a 38,000 square
kilometers area. The attractiveness of the Bakken and Three Forks plays has
resulted in Statoil offering a 36% premium over the average trading price of
Brigham stock for the last 30 days.
 
"A bigger enterprise with a larger balance sheet will be better positioned to
take advantage of our large and growing inventory of Williston Basin drilling
locations and the associated assets. We are excited to see this transaction
completed and look forward to having our assets and employees integrate with the
Statoil organization and the substantial asset position that they are growing in
their U. S. onshore business," says Bud Brigham, Brigham Exploration's Chairman,
President and CEO.
 
"Brigham has proven itself as a premier operator with a highly attractive
position in the Williston Basin. We are a strong strategic fit, as both
companies put a premium on technological innovation and advancement. We look
forward to creating value and developing this position further together with our
new colleagues," says CEO Helge Lund of Statoil.
 
Tight oil reservoirs are being developed with similar methods as shale gas and
liquids with long lateral wells that are hydraulically fractured, and have
similar production profiles. Commercial tight oil extraction is a relatively new
activity and has increased significantly the last couple of years. The oil
produced from the Bakken and Three Forks formations is a light crude quality.
Oil production from Brigham's assets in Bakken has low CO2 emissions.
 
Brigham has demonstrated strong operational capabilities by adapting new
technology in horizontal drilling and hydraulic fracture stimulations to develop
the tight oil resources in the Williston Basin. Brigham has drilled 88
consecutive producing North Dakota wells, with an average early 24 hour peak
production rate of approximately 2,800 boe per day. The company currently
operates 12 rigs in the area and aims to drill approximately 140 wells per year.
 
"We are impressed by the performance and technological prowess demonstrated by
the employees of Brigham and look forward to further responsible development of
these world class assets. We will build on Brigham's good neighbor program and
continue to engage with local authorities and communities in the Williston Basin
area," says Bill Maloney, Executive Vice President for Statoil in North America.
 
Statoil will continue to build upon Brigham's operational capability, and will
maintain the Austin location. Retention plans for employees are in place.
Statoil will emphasize safety, efficiency and business continuity during the
integration period.
 
Statoil is committed to leveraging its technological competence, project
execution skills and financial capability to secure continued high operational
performance and value creation. The Brigham transaction also provides Statoil
with approximately 430 miles (690 kilometers) of oil, natural gas and water
transportation systems centrally located in the Williston Basin. This will not
only secure offtake, but it will also significantly limit the environmental
footprint and allow Statoil to continue to implement industry leading HSE
standards.
 
The cash tender offer is expected to commence within 10 business days and
shareholders will have 20 business days following the day of commencement to
tender their shares. The transaction is subject to the terms and conditions set
forth in the merger agreement, including that at least a majority of the
outstanding Brigham shares are tendered, that the waiting period under the U.S.
antitrust laws has expired or been terminated, and other customary conditions.
If the tender offer is completed, un-tendered shares will be converted into the
right to receive the same USD 36.5 per share paid in the tender offer. Closing
of the transaction is expected by the end of Q1 2012.
 
Tudor, Pickering, Holt & Co. Securities, Inc. and Goldman, Sachs & Co. are
acting as financial advisors to Statoil and Vinson & Elkins LLP is acting as
legal advisor to Statoil on this transaction.
 
About Brigham Exploration Company
Brigham Exploration Company is an independent exploration, development and
production company that utilizes advanced exploration, drilling and completion
technologies to systematically explore for, develop and produce domestic onshore
oil and natural gas reserves. For more information about Brigham Exploration,
please visit our website at www.bexp3d.com
 
About Statoil
Statoil is an international energy company, headquartered in Norway, with
operations in 34 countries. Building on more than 35 years of experience from
oil and gas production on the Norwegian continental shelf, Statoil is committed
to accommodating the world's energy needs in a responsible manner, applying
technology and creating innovative business solutions. Statoil has 20,000
employees worldwide, and is listed on the New York and Oslo stock exchanges. For
further information, please visit www.statoil.com.
 
Press conference
There will be a press conference with CEO Helge Lund Monday 17 October at 13.00
CET at the Statoil offices at Vækerø in Oslo. The press conference will also be
webcasted at www.statoil.com.
 
Investor and analyst conference
There will be a conference call with CFO Torgrim Reitan and EVP for Global
Strategy and Business Development, John Knight, on Monday 17 October at 14.00
CET.
Details on how to dial into analyst conference can be found on www.Statoil.com
two hours prior to conference.
 
Further information:
Investor relations Norway:
Hilde Merete Nafstad, senior vice president, investor relations, mobile:
+47 957 83 911
 
Investor relations US:
Morten Sven Johannessen, vice president, investor relations USA, mobile:
+1 203 570 2524
 
Press Norway:
Jannik Lindbæk jr., vice president, media relations, mobile: +47 977 55 622
Bård Glad Pedersen, press spokesperson, media relations, mobile: +47 918 01 791
 
Press US:
Ola Morten Aanestad, vice president, North America communication, mobile:
+1 713 498 0585
 
Additional information
The tender offer described in this communication (the "Offer") has not yet
commenced, and this communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of Brigham
Exploration Company or any other securities. On the commencement date of the
Offer, a tender offer statement on Schedule TO, including an offer to purchase,
a letter of transmittal and related documents, will be filed with the United
States Securities and Exchange Commission (the "SEC"). The offer to purchase
shares of Brigham common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed with such
Schedule TO. INVESTORS AND STOCKHOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS
THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The merger agreement and the tender offer
statement will be filed with the SEC by Statoil and the
solicitation/recommendation statement on Schedule 14D-9 will be filed with the
SEC by Brigham. Investors and stockholders may obtain a free copy of these
statements (when available) and other documents filed with the SEC free of
charge at the website maintained by the SEC at www.sec.gov.
None of the information included on any Internet website maintained by Statoil,
Brigham or any of their affiliates, or any other Internet website linked to any
such website, is incorporated by reference in or otherwise made a part of this
press release.
 
Forward-Looking Statements
This communication contains certain forward-looking statements that involve
risks and uncertainties. In some cases, we use words such as "believe",
"intend", "expect", "anticipate", "plan", "target" and similar expressions to
identify forward-looking statements.
All statements other than statements of historical fact, including, among
others, statements such as those regarding: the expected completion of the
proposed acquisition; plans for future development and operation of projects;
reserve information; expected exploration and development activities and plans;
expected start-up dates for projects and expected production and capacity of
projects; the expected impact of USD/NOK exchange rate fluctuations on our
financial position; oil, gas and alternative fuel price levels; oil, gas and
alternative fuel supply and demand; the completion of acquisitions; and the
obtaining of regulatory and contractual approvals are forward-looking
statements.
These forward-looking statements reflect current views with respect to future
events and are, by their nature, subject to significant risks and uncertainties
because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements, including the ability of Statoil to complete the
transactions contemplated by the merger agreement, including the parties'
abilities to satisfy the conditions to the consummation of the proposed
acquisition; the possibility of any termination of the merger agreement; the
timing of the Offer and the subsequent merger; uncertainties as to how many of
Brigham's stockholders will tender their shares of common stock in the Offer;
the possibility that various other conditions to the consummation of the Offer
or the subsequent merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the proposed acquisition. Other factors include levels of
industry product supply, demand and pricing; price and availability of
alternative fuels; currency exchange rates; political and economic policies of
Norway and other oil-producing countries; general economic conditions; political
stability and economic growth in relevant areas of the world; global political
events and actions, including war, terrorism and sanctions; the timing of
bringing new fields on stream; material differences from reserves estimates;
inability to find and develop reserves; adverse changes in tax regimes;
development and use of new technology; geological or technical difficulties; the
actions of competitors; the actions of field partners; the actions of
governments; relevant governmental approvals; industrial actions by workers;
prolonged adverse weather conditions; natural disasters and other changes to
business conditions. Additional information, including information on factors
which may affect Statoil's business, is contained in Statoil's 2010 Annual
Report on Form 20-F filed with the US Securities and Exchange Commission, which
can be found on Statoil's web site at www.statoil.com.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot assure you that our future results, level
of activity, performance or achievements will meet these expectations. Moreover,
neither we nor any other person assumes responsibility for the accuracy and
completeness of the forward-looking statements. Unless we are required by law to
update these statements, we will not necessarily update any of these statements
after the date of this communication, either to make them conform to actual
results or changes in our expectations.
 
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Statoil via Thomson Reuters ONE
 
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