DNO raises cash offer for Capricorn Energy to $5.214 per share
LONDON: DNO ASA and its wholly owned subsidiary DNO Bidco AS have revised their all-cash offer for Capricorn Energy plc, raising the price to $5.214 per share, the companies announced.
The revised offer, announced Monday, replaces the original Sept. 1 proposal of $4.224 in cash plus a special dividend of $0.99 per share. The new structure gives Capricorn shareholders the full acquisition value in cash from Bidco without relying on the Capricorn board to declare and pay the dividend before the deal closes.
The companies said the revised all-cash offer provides greater certainty of value than the original proposal.
At the GBP:USD exchange rate of 1:1.3447, the revised price equals 388 pence per Capricorn share, a premium of about 46% over the closing price of 266 pence on March 10, the day before the offer period began. It also represents a 61% premium over the three-month volume-weighted average price of 241 pence through that date.
The offer values Capricorn’s entire issued and to-be-issued ordinary share capital at approximately $396 million, or £294 million, on a fully diluted basis — about $36 million more than the implied value of a competing cash offer from Genel Bidco announced July 2.
The revised price is $0.474 per share higher than the Genel offer’s acquisition value, a premium of roughly 10%.
Capricorn’s directors intend to recommend unanimously that shareholders vote in favor of the scheme at the Court Meeting and the resolutions at the General Meeting. The deal remains subject to conditions set out in the original Rule 2.7 announcement and to be detailed in the Scheme Document.
