Genel Energy (LSE:GENL) has agreed revised terms for its proposed acquisition of Capricorn Energy (LSE:CNE), increasing the total consideration to US$5.74 per Capricorn share.
The revised all-cash proposal comprises an increased cash offer together with a planned special dividend and values Capricorn at approximately US$436 million.
The consideration is denominated in US dollars, which the companies said reflects the underlying currency of Capricorn’s business.
Capricorn Board Switches Recommendation From DNO Offer
The revised Genel proposal is approximately 10% higher than the competing offer from DNO.
Following the increase, Capricorn’s board withdrew its recommendation for the DNO proposal and said it now intends to recommend the revised Genel transaction to shareholders.
Capricorn’s directors, who have been advised by Canaccord Genuity, consider the revised Genel terms to be fair and reasonable.
Capricorn also intends to adjourn the shareholder meetings that had been convened in connection with the proposed DNO transaction.
Genel Secures Irrevocable Undertakings
Genel has received irrevocable undertakings covering more than 39% of Capricorn’s issued shares in support of its proposed transaction.
The commitments include restrictions on supporting alternative offers unless specified conditions relating to a higher competing proposal are satisfied.
The original Genel proposal had also received shareholder support before the terms were revised.
Egyptian Regulatory Approval Process Continues
Egyptian competition approval for the Genel transaction has already been obtained, with one further Egyptian regulatory condition remaining outstanding.
Genel and Capricorn continue to expect the acquisition, which is being pursued through a court-sanctioned scheme of arrangement, to complete during the fourth quarter of 2026, subject to the remaining conditions.
Genel Energy No.9 Limited, an indirectly owned vehicle of Genel Energy, is the entity pursuing the acquisition.
About Capricorn Energy and Genel Energy
Capricorn Energy plc is an oil and gas exploration and production company with operations and assets primarily denominated in US dollars. Its portfolio includes interests in Egypt.
Genel Energy plc is an upstream oil and gas company. Through Genel Energy No.9 Limited, the group is seeking to acquire Capricorn under the proposed scheme of arrangement.
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