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JAKARTA (RambuEnergy) – U.K-based energy company Ophir Energy Plc said Medco Global, a subsidiary of Indonesia’s energy company PT Medco Energi Internasional Tbk (IDX:MEDC) has raised the offered price for Ophir shares valued approximately £408.4 million or around US$535.84 million, representing an increase of 2% from the previous offer.
In the latest offer, Medco raised the recommended all cash offer to acquire the entire issued and to be issued share capital of Ophir (other than any ordinary shares held by Ophir in treasury).
Under the terms of the new offer, Ophir Shareholders will be entitled to receive final offer price of 57.5 pence in cash for each Ophir shares valued at £408.4 million.
The Final Offer Price represents a premium of approximately:
- 2%. to the closing price of 33.20 pence per Ophir Share on Dec. 28, 2018 (being the last Business Day before the announcement of Medco’s possible offer for Ophir);
- 5%. to the volume weighted average share price for the one-month period ended Dec. 28, 2018 (being the last Business Day before the announcement of Medco’s possible offer for Ophir) of 34.13 pence per Ophir Share; and
- 8%. to the volume weighted average share price for the three-month period ended Dec. 28, 2018 (being the last Business Day before the announcement of Medco’s possible offer for Ophir) of 38.38 pence per Ophir Share.
- Aggregate entitlements of Ophir Shareholders under the terms of the Increased Offer shall be rounded down to the nearest whole pence.
Medco’s previous offers have been rejected by Ophir board. The first offer was set 55 pence per Ophir shares. Then, Medco raised the offer to 48.5 pence per share, but Ophir claimed the offer undervalued Ophir shares. Once the acquisition complete, Medco will become the seventh largest non-national upstream oil producer in Southeast Asia, according to research firm WoodMackenzie.
Medco Global has said that the Final Offer Price is final and will not be increased, except that Medco Global reserves the right to increase the amount of the Final Offer Price if there is an announcement on or after the date hereof of an offer or a possible offer for Ophir by a third party.
Recommendation
The Ophir Directors, who have been so advised by Morgan Stanley and Lambert Energy Advisory as to the financial terms of the Increased Offer, consider the terms of the Increased Offer to be fair and reasonable.
In addition, the Ophir Directors consider the terms of the Increased Offer to be in the best interests of Ophir and the Ophir Shareholders as a whole, Ophir said in a statement.
Accordingly, the Ophir Directors recommend unanimously that Ophir Shareholders vote in favour of the Scheme at the Court Meeting and Ophir Shareholders vote in favour of the Special Resolution at the General Meeting, as each of the Ophir Directors who hold beneficial interests in Ophir Shares have irrevocably undertaken to do in respect of all of their respective beneficial holdings, totalling 984,271 Ophir Shares, representing in aggregate approximately 0.14 per cent. of Ophir’s issued share capital as at the close of business on the Latest Practicable Date. (*)
