Genel Energy Raises Capricorn Acquisition Offer to US$436 Million

en.Wedoany.com Reported - On September 25, Genel Energy and Capricorn Energy reached an agreement on a revised cash acquisition proposal. Under the latest terms, Genel Energy No.9 Limited, a subsidiary of Genel, intends to acquire the entire issued and to be issued ordinary share capital of Capricorn, valuing Capricorn's fully diluted share capital at approximately US$436 million. Capricorn shareholders will receive US$5.74 per share, comprising US$4.75 in cash consideration and a special dividend of US$0.99 intended to be paid before the transaction becomes effective. The proposal is intended to be implemented by means of a Scottish scheme of arrangement under Part 26 of the UK Companies Act 2006.

This proposal represents the second competitive revision to Genel's previous offer. In July of this year, Genel secured the support of Capricorn's board with a proposal of approximately US$360 million; DNO subsequently made a competing offer in September and improved its terms on September 17. Genel's latest total acquisition value of US$5.74 per share is US$0.53 higher than DNO's revised proposal of US$5.214 per share, representing a premium of approximately 10%. Capricorn's board has withdrawn its recommendation of DNO's proposal and has re-endorsed Genel's latest offer.

Capricorn's court meeting and general meeting previously held in respect of Genel's original acquisition proposal completed voting on August 18, with more than 99% of the shares voted in favor of the transaction. The Egyptian Competition Authority approved Genel's acquisition proposal on September 7, and as of September 25, another Egypt-related transaction condition remained outstanding. Genel expects the scheme of arrangement to become effective in the fourth quarter of 2026, subject to the satisfaction of the remaining conditions and completion of court procedures.

Genel has also obtained updated irrevocable undertakings from Capricorn shareholders including Palliser Capital, Newtyn Management, Kite Lake Capital and Madison Avenue Partners, whose shares together represent approximately 39.1% of Capricorn's issued share capital as of September 24. These undertakings in principle require the relevant shareholders to continue to support Genel's proposal unless a competing offer's value exceeds Genel's latest proposal by at least a further 10%.

Capricorn's current core assets are concentrated in onshore oil and gas areas in Egypt's Western Desert. The company's H1 2026 Egypt entitlement production was 19,337 barrels of oil equivalent per day, H1 Egypt oil and gas revenue was approximately US$100 million, and group cash at period end was approximately US$114 million. Its Egypt assets, operated with partner Cheiron, have completed the consolidation of eight existing concessions into a single Western Desert production sharing contract, with the new agreement taking effect in May of this year.

DNO's revised proposal announced on September 17 also adopts an all-cash structure, and the related scheme document was published on September 21. Following Genel's increased offer, Capricorn's board has again adjusted its recommendation, and the transaction remains at the formal acquisition process stage and has not yet completed.