Energean terminates $945m Carlyle deal for Egypt, Italy and Croatia

Energean plc on Friday said it has terminated the proposed sale of its portfolio in Egypt, Italy and Croatia to an entity controlled by Carlyle International Energy Partners, and will no longer proceed with the transaction as it failed to receive critical regulatory approvals.

“As noted in the Company’s announcements of 29 August 2024 and 17 March 2025, completion of the Transaction is conditional upon customary regulatory approvals in Italy and Egypt together with antitrust approvals in Italy, Egypt and Common Market for Eastern and Southern Africa. The Transaction is subject to such conditions being satisfied by a longstop date of 20 March 2025 (or such other date as may be agreed by Energean and Carlyle),” Energean said in a statement.

“As of the longstop date, certain regulatory approvals in Italy and Egypt were not obtained by Carlyle (or waived), in accordance with the terms of the binding Sale and Purchase Agreement (SPA) signed on 19 June 2024. Additionally, the Company has not been able to reach agreement with Carlyle to extend the longstop date beyond 20 March 2025.  Accordingly, the Company has today terminated the SPA and will no longer proceed with the Transaction,” Energean said.

The company said it will provide an update to the market in May to update the 2025 production and financial guidance for the Group perimeter (including Egypt, Italy and Croatia), provide a strategy update on the forward-plan opportunities for the Egypt, Italy and Croatia assets, and unveil the group’s new dividend policy (as previous envisaged to be announced upon Transaction closing or termination). 

“Today, we are announcing the termination of our transaction with Carlyle. This decision was made in the best interests of all our stakeholders, including our employees, investors, host governments, and partners,” said Mathios Rigas, Chief Executive of Energean.

“These groups rely on clarity of ownership and responsible stewardship to ensure the effective management of our vital oil and gas assets, and we remain fully committed to meeting these expectations,” he said.

“While I am disappointed that Carlyle was unable to obtain the necessary approvals in Italy and Egypt under the terms of the SPA, I want to reaffirm that this outcome does not change our strategic direction or our commitment to growth and shareholder returns. Energean remains a strong, diversified oil and gas company, and we are excited to continue building on our successes.

“Italy, Egypt and Croatia will remain core pillars of our operations, and we look forward to driving further investment, development, and value creation in all countries. Our commitment to the Mediterranean and the wider region is unwavering, and we will continue to expand our portfolio, support energy security, and deliver sustainable growth in the years ahead,” Rigas said.