LONDON: Genel Energy plc said Friday it has increased its recommended cash offer for Capricorn Energy plc to $5.74 per share, outbidding a rival takeover proposal from Norway’s DNO ASA in a monthslong battle for the Edinburgh-based oil and gas producer.

Under the sweetened deal, Capricorn shareholders would receive $4.75 in cash per share plus a special dividend of 99 cents, expected to be declared before the deal closes. The offer, worth about 434 pence per share in sterling terms, represents a 63% premium over Capricorn’s closing price on March 10, the day before the takeover battle began, the companies said.

The increased offer tops DNO’s revised bid of $5.214 per share by about 10%. DNO, through its Bidco subsidiary, had first offered to buy Capricorn on Sept. 1 and raised that bid on Sept. 17.

Genel’s acquisition vehicle, Genel Energy No. 9 Ltd., first agreed a deal with Capricorn in July, and shareholders overwhelmingly approved that transaction — with more than 99% support — at meetings on Aug. 18. But DNO’s subsequent offer prompted Genel to return with sharper terms.

Capricorn’s board withdrew its recommendation of the DNO offer “with immediate effect” in favor of Genel’s improved proposal, though it noted the DNO bid has not formally lapsed. Capricorn said it plans to adjourn shareholder meetings tied to the DNO offer that had been scheduled for Oct. 16, and it advised shareholders to take no further action on that bid.

Canaccord Genuity, acting as independent financial adviser to Capricorn’s board, called the increased Genel offer fair and reasonable.

Genel has also secured updated irrevocable commitments from several major investors — including Palliser Capital, Newtyn Management, Kite Lake Capital Management and Madison Avenue Partners — covering roughly 39.1% of Capricorn’s outstanding shares. Those shareholders have agreed to vote against any rival offer unless it exceeds Genel’s bid by 10% or more.

The deal still requires approval from Egyptian regulators. Egypt’s competition authority cleared the acquisition on Sept. 7, leaving one remaining Egyptian regulatory condition. Genel said it continues to expect that condition to be satisfied and the deal to close in the fourth quarter of 2026.

Capricorn’s main assets are onshore oil and gas concessions in Egypt’s Western Desert. The company previously operated North Sea fields, including the Catcher and Kraken developments, which it sold in 2021.

Genel, listed on the London Stock Exchange, produces oil in Iraq’s Kurdistan region and holds exploration licenses in Oman and Somaliland. The company reported average production of 17,520 barrels of oil equivalent per day in 2025.