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DNO Switches Capricorn Energy Offer To All-Cash Structure

DNO has revised its recommended takeover of Capricorn Energy into an all-cash deal, keeping the headline price the same but removing the risk tied to paying a special dividend before completion.

Capricorn Energy (LON: CNE), the North Sea oil and gas producer, said DNO ASA has revised its recommended takeover offer into an all-cash structure. Capricorn shares hit a fresh 52-week high of 390p in early trade.

The stock closed at 384p on Wednesday, up 1.3% intraday to 389p as of the latest quote, having traded between 181.8p and the new 390p high over the past year.

DNO and Capricorn announced the Revised All-Cash Offer earlier today, converting the deal agreed on the 1st of September, when DNO’s $5.214-a-share bid, made up of $4.224 cash plus a $0.99 special dividend, beat Genel Energy’s rival $4.74-a-share recommended offer and prompted Capricorn’s board to switch its backing. Under the original terms, shareholders only received the full $5.214 if Capricorn could declare and pay the dividend in full before completion. The new structure pays that entire amount in cash from Bidco instead, with Capricorn no longer expecting to declare the dividend.

The total value is unchanged, but the sterling equivalent of 388p a share represents a premium of roughly 46% to the undisturbed 266p close on the 10th of March and about 61% to the three-month volume-weighted average price before the offer period began. The Capricorn board now intends to recommend the revised offer unanimously, with Canaccord Genuity, its Rule 3 adviser, judging the terms fair and reasonable, a sign, given Genel’s lower offer, that the contest looks settled in DNO’s favour.

The Scheme Document is due by the 29th of September, with completion expected in the fourth quarter of this year or the first quarter of next. DNO retains the right to switch to a takeover offer with a 90% acceptance condition instead of the scheme.

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