By John Lee.
DNO ASA confirmed on Friday morning it does not intend to make an offer to acquire Genel Energy plc, following the Genel board's refusal to engage with its proposal. Genel shares fell more than 10% on the news.
DNO had proposed 69 pence per share in cash, with a cash-and-share alternative. The Norwegian oil company said the proposal would have:
- delivered a substantial premium to Genel's undisturbed share price
- provided certainty of value regardless of the outcome of Genel's own offer for Capricorn Energy plc
- offered Genel shareholders a liquidity event against a backdrop of poor trading liquidity in Genel shares
- given shareholders electing for DNO shares participation in a diversified, growth-oriented business with an established dividend track record
- created a stronger combined company in the Kurdistan Region of Iraq
DNO said the Genel board demonstrated no willingness to engage despite repeated invitations, and expressed disappointment that the board was unwilling to extend the 4 September deadline to explore whether a mutually acceptable proposal could have been reached.
DNO noted that the directors of Capricorn, in the context of DNO Bidco AS's recommended offer for that company, confirmed they do not currently intend to ask the Court to sanction the scheme of arrangement relating to Genel's offer for Capricorn.
Under Rule 2.8 of the Takeover Code, DNO reserves the right to reopen discussions in certain circumstances, including if a third party announces a firm intention to make an offer for Genel, if Genel announces a Rule 9 waiver proposal or a reverse takeover, or if there is a material change of circumstances as determined by the Panel on Takeovers and Mergers.
(Source: DNO)
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