Noble Energy agreed Monday to acquire fellow Houston-based firm Rosetta Resources in an all-stock transaction worth $2.1 billion.

Rosetta shareholders will receive 0.542 of a share of Noble Energy common stock for each share of Rosetta common stock held.

Based on the Noble Energy closing price on May 8 the transaction has an implied value to Rosetta shareholders of $26.62 per share, a 28 percent premium over Rosetta’s average share price over the last 30 trading days.

The boards of directors of both companies have unanimously approved the terms of the agreement and Rosetta’s board has recommended that its shareholders approve the transaction.

Rosetta’s liquids-rich asset base includes 50,000 net acres in the Eagle Ford Shale and 56,000 net acres in the Permian Basin with 46,000 acres in the Delaware Basin and 10,000 acres in the Midland Basin.

Noble Energy said it has identified in excess of 1,800 gross horizontal drilling locations for development, providing net unrisked resource potential of one billion barrels of oil equivalent.

Rosetta’s assets produced 66 thousand barrels of oil equivalent per day in the first quarter of 2015 and year-end 2014 proved reserves were 282 million barrels of oil equivalent.

Following the transaction shareholders of Rosetta are expected to own 9.6 percent of Noble’s outstanding shares.

The deal must still win shareholder and certain regulatory approvals and is expected to close in the third quarter of 2015.


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