ENPNewswire-March 21, 2019--OPHIR ENERGY PLC - INCREASED RECOMMENDED FINAL CASH OFFER
(C)2019 ENPublishing - http://www.enpublishing.co.uk
Release date- 20032019 - On 30 January 2019, the boards of Medco, Medco Global and Ophir announced that they had reached agreement on the terms of a recommended acquisition pursuant to which Medco Global will acquire the entire issued and to be issued ordinary share capital of Ophir (other than any ordinary shares held by Ophir in treasury) (the 'Acquisition') at a price of 55 pence in cash for each Ophir Share (the 'Announcement'), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
The scheme document in respect of the Acquisition (the 'Scheme Document') was published and made available to Ophir Shareholders on 1 March 2019.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document.
The Increased Offer Price
The boards of Medco, Medco Global and Ophir are pleased to announce today that they have reached agreement on the terms of an increased recommended all cash offer by Medco Global to acquire the entire issued and to be issued share capital of Ophir (other than any ordinary shares held by Ophir in treasury) (the 'Increased Offer').
Under the terms of the Increased Offer, Ophir Shareholders will be entitled to receive: for each Ophir Share: 57.5 pence in cash (the 'Final Offer Price')
The Increased Offer values the entire issued and to be issued share capital of Ophir at approximately GBP408.4 million.
The Final Offer Price represents a premium of approximately: 73.2 per cent. to the closing price of 33.20 pence per Ophir Share on 28 December 2018 (being the last Business Day before the announcement of Medco's possible offer for Ophir); 68.5 per cent. to the volume weighted average share price for the one-month period ended 28 December 2018 (being the last Business Day before the announcement of Medco's possible offer for Ophir) of 34.13 pence per Ophir Share and 49.8 per cent. to the volume weighted average share price for the three-month period ended 28 December 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 Global announces 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 offeror or potential offeror.
Irrevocable Undertakings and support for the Increased Offer
In addition to the previously announced Irrevocable Undertakings received by Medco Global as set out in the Scheme Document (the 'Director Irrevocable Undertakings'), which remain binding in relation to the Increased Offer, Medco Global has received an irrevocable undertaking from Sand Grove Capital Management LLP (acting as discretionary investment manager for Sand Grove Opportunities Master Fund Ltd and Sand Grove Tactical Fund LP) to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, in the event that the Increased Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 132,517,896 Ophir Shares, representing, in aggregate, approximately 18.73 per cent. of the share capital of Ophir in issue on 19 March 2019, being the last Business Day prior to the date of this announcement (the 'Shareholder Irrevocable Undertaking').
The Shareholder Irrevocable Undertaking will cease to be binding if: (a) the Increased Offer is not completed on or prior to the Long Stop Date; or (b) the Increased Offer lapses or is withdrawn in accordance with its terms and, in either case, no new, revised or replacement Scheme or Takeover Offer is or has been announced by Medco in accordance with Rule 2.7 of the Code at the same time.
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 providing its advice to the Ophir Directors, Morgan Stanley and Lambert Energy Advisory have taken into account the commercial assessments of the Ophir Directors.
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.
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.
Ophir Shareholder Meetings