Thai PTT Exploration starts to delist takeover target Cove Energy

Thai oil and gas explorer PTT Exploration and Production Pcl (PINK:PEXNY), or PTTEP, said on Friday its GBP2.40 (USD3.77/EUR3.05) per share takeover offer for British peer Cove Energy Plc (LON:COV) had remained fully unconditional after meeting all conditions, including the receipt of final nod from the Mozambique government.

By 16 August, PTTEP secured some 94.32% of Cove shares, it said, adding that the offer would stay open for acceptance until further notice. The buyer plans to soon start a compulsory procedure for the remaining stock. As it already owns more than 75% in Cove, PTTEP has asked its British target to apply for the delisting of its shares, it explained.

The bid, valuing Cove at GBP1.22bn, was agreed on 23 May and was extended a few times.
It won the support of Cove’a board as it outmatched the GBP2.20 a share proposal from Royal Dutch Shell plc (LON:RDSA) made in April, resulting in the board withdrawing its support for Shell.

In a comment from May, Cove’s CEO John Craven said the bid represented substantial value for shareholders, while recognising the world-class nature of Cove’s assets in East Africa.

For the buyer, the acquisition allows it to leverage its LNG value chain, in line with the group’s long-term strategic priorities, CEO Tevin Vongvanich said.

PTTEP plans to use existing cash and newly secured debt to finance the takeover, it has said.

Shell names new deadline for Cove Energy bid

Royal Dutch Shell Plc (LON:RDSA) announced on Thursday a new extension until 25 July for its £2.20 ($3.41/€2.80) a share takeover offer for Cove Energy Plc (LON:COV), after securing 3.27% in the British oil and gas explorer by the previous deadline on 11 July.

Of the total acceptances, irrevocable commitments cover only 0.95% of the target’s capital, the buyer said.

The offer, valuing Cove at around £1.12bn in total, was agreed in April and outmatched by Thai oil and gas explorer PTT Exploration and Production Pcl (PINK:PEXNY), or PTTEP, which proposed in late May to buy Cove at £2.40 per share.

At the time, Shell said that in the light of the higher rival offer it was looking into options regarding its own bid. Its offer, launched on 2 May, was first extended to 13 June and further until 28 June and 11 July.

Shell wants to buy Cove to strengthen and diversify its global liquefied natural gas (LNG) portfolio of production and development projects, it has said. Cove’s board agreed to back the deal in April, but later withdrew its support and accepted the £1.22bn transaction with PTTEP, whose offer is also running with a new deadline set for 13 July. PTTEP said its bid won 0.25% acceptance by 6 July.

Both bids are subject to winning an acceptance level of at least 90%.

In an earlier comment, Cove’s CEO John Craven said that the offer from the Thai group represented substantial value for shareholders, while recognising the world-class nature of Cove’s assets in East Africa.

Shell considers options after PTT trumps its bid for Cove Energy

Royal Dutch Shell plc (LON:RDSA), pursuing Cove Energy Plc (LON:COV), said on Thursday it was looking into options after Thai oil and gas explorer PTT Exploration and Production Pcl (PINK:PEXNY), or PTTEP, had made a higher, rival offer of GBP2.40 (USD3.80/EUR2.99) a share for the British oil and gas explorer.

Shell, which is currently carrying out a GBP2.20 a share takeover offer for Cove, said it would announce its decision when appropriate.

In the meantime, Shell extended its own offer until 13 June, saying it had secured acceptance for 4.83% in Cove by the bid’s first closing date on 23 May.

The Dutch oil group agreed on 24 April to take over Cove in a deal worth some GBP1.12bn, hoping to strengthen and diversify its global liquefied natural gas (LNG) portfolio of production and development projects.

Cove’s board agreed to back the deal at the time, but it withdrew its support on Wednesday when PTTEP proposed a higher price of GBP1.22bn, saying it was now recommending shareholders to accept PTTEP’s offer.

In his comment, Cove’s CEO, John Craven, said this latest offer represented substantial value for shareholders while recognising the world-class nature of Cove’s assets in East Africa.
For the Thai buyer, the deal allows it to leverage its LNG value chain, in line with the group’s long-term strategic priorities, CEO, Tevin Vongvanich said.

Both offers are subject to winning an acceptance level of at least 90%.