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CNOOC Limited Enters Into Definitive Agreement To Acquire Nexen Inc.

Mr. Wang Yilin, Chairman of CNOOC Limited said, "The acquisition reflects our strong belief in Nexen's rich and diverse portfolio of assets and world-class management and employees. This is an exciting opportunity for us to build on our existing joint venture relationship with Nexen in Canada, and to acquire a leading international platform in the process. We strongly believe that this acquisition will create long-term value for CNOOC Limited's shareholders."

Commenting on the acquisition, Mr. Barry Jackson, Chairman of the Board of Nexen, said, "This transaction delivers significant and immediate value to Nexen shareholders. The Nexen Board is unanimous in its view that the transaction is in the best interest of Nexen and recommends shareholders vote in favor of the transaction."

Benefits to Canada

CNOOC Limited has been a significant investor in Canada since 2005, with total capital invested of C$2.8 billion. These investments include a stake in MEG Energy Inc. ( www.megenergy.com), OPTI Canada Inc. (Nexen's partner in the Long Lake steam assisted gravity drainage production facilities ("SAGD") and Upgrader), and a 60% interest in Northern Cross ( Yukon) Limited ( www.northerncrossyukon.ca).

In connection with this transaction and also to demonstrate its commitment to Canada and the Canadian oil and gas industry, CNOOC Limited intends to carry out a number of plans including the following:

  • Following completion of the transaction, CNOOC Limited plans to establish Calgary as the head office of its North and Central American operations. This head office will be responsible for operating and growing Nexen's assets in North and South America, Europe and West Africa and CNOOC Limited's portfolio in Canada, the U.S. and Central America.
  • CNOOC Limited intends to retain Nexen's current management team and employees.
  • CNOOC Limited will implement and enhance Nexen's current planned capital expenditure program, thereby investing significant capital in Canada and in Nexen's other international assets. CNOOC Limited brings greater financial capacity to better realize the full potential of Nexen's significant resource base.
  • CNOOC Limited intends to list its common shares on the TSX.
  • CNOOC Limited has a strong track record of outstanding corporate citizenship and social responsibility in Canada and the other jurisdictions around the world in which it operates. Consistent with its commitment to social responsibility, CNOOC Limited will build upon Nexen's existing and highly regarded community and charitable programs, particularly with respect to First Nations and local communities.
  • Additionally, CNOOC Limited will continue to support oil sands research at Alberta universities and participate in the Canada's Oil Sands Innovation Alliance ("COSIA").

More information on CNOOC Limited's global commitments to social responsibility can be found at http://www.cnoocltd.com/encnoocltd/default.shtml.

Mr. Li Fanrong, Chief Executive Officer of CNOOC Limited, said, "We believe the transaction provides a number of significant benefits to Canada and to Nexen. CNOOC Limited looks forward to welcoming all of Nexen's employees to its worldwide team, and we will clearly benefit from having Nexen employees play an important part in our international business growth platform. In addition, the transaction is a reflection of our disciplined M&A strategy which is focused on resources, risk and return."

Mr. Kevin Reinhart, interim Chief Executive Officer of Nexen, said "CNOOC Limited is one of the largest independent oil and gas exploration and production companies in the world. This transaction will allow for significant investment in our business and opens the door to new opportunities for our employees."

Benefits to U.K., U.S. and Other Countries

Nexen's assets in the U.K., U.S. and other countries will continue to be managed from its regional offices, and CNOOC Limited will retain the current management and employees in those operations as well as continue to work with local suppliers.

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