June 20 (Reuters) - Private equity fund Carlyle

will set up a Mediterranean oil and gas company after acquiring

Energean's ( EERGF ) assets in Egypt, Italy and Croatia, with BP

ex-CEO Tony Hayward as chairman.

The deal, announced on Thursday, will see Energean ( EERGF ) sell

those assets to Carlyle for up to $945 million.

"This acquisition provides a strong platform to build a

standalone regional champion in the Mediterranean, one of the

fastest growing natural gas markets in the world," Hayward said.