Magnusson Denmark Advises Roc Oil in Acquisition of Tethys Oil – Project Strata

“Managing Partner and Head of Corporate M&A Sam Jalaei led Magnusson Denmark, together with Magnusson Lithuania led by Managing Partner Ligita Ramanauskaitė, in assisting Roc Oil Company Pty Limited, one of Australia’s leading independent upstream oil and gas companies, in connection with its recommended public cash tender offer for all shares in Tethys Oil AB, listed on Nasdaq Stockholm.”

In close Nordic-Baltic collaboration, Magnusson’s Danish and Lithuanian offices advised on all legal elements of Corporate M&A, Banking & Finance, Employment, Intellectual Property and Real Property related to the target’s local entities. This included conducting a full legal due diligence and providing the corresponding DD report, advising in connection with drafting of the SPA, FDI analysis, and advising on other supplementary acquisition documents and related relevant legal areas to support Roc Oil in preparing its public cash offer.

On September 13, 2024, Roc Oil announced a recommended public cash offer to acquire all shares in Tethys Oil at approximately SEK 1.894 billion. The offer was unanimously recommended by Tethys Oil’s independent bid committee. Following the acceptance period, Roc Oil controlled approximately 96.19% of Tethys Oil’s shares and votes, leading to the initiation of a compulsory redemption of the remaining shares. Tethys Oil’s application for delisting from Nasdaq Stockholm was approved, with the last day of trading being January 10, 2025.

Magnusson Denmark’s Managing Partner and Head of Corporate M&A, Sam Jalaei, commented,

“Advising Roc Oil on Project Strata has been a remarkable journey, requiring a blend of technical precision and strategic insight. From conducting multi-faceted due diligence to navigating FDI schemes in Denmark and Lithuania, our team delivered a holistic solution. Working alongside Pillsbury Winthrop Shaw Pittman LLP and other esteemed counsels amplified our ability to execute this deal seamlessly. This transaction showcases Magnusson’s strength in managing complex cross-border M&A projects.””

The Magnusson team was led by Sam Jalaei, Managing Partner of Magnusson Denmark, and comprised experts from both the Denmark and Lithuania offices. From Copenhagen, Partner Tom Froberg, and Junior Associates Matthew C Thorn and Simon Fraenkel, contributed. The Lithuania office was led by Managing Partner Ligita Ramanauskaitė, contributing together with Senior Associate Aušra Ghaovi.