Australia’s Nido Petroleum directors have recommended their shareholders to accept a takeover bid by BPC Energy International, a subsidiary of the Thai-based Bangchak Petroleum Public Company Limited.
Nido Petroleum Limited (Nido) and BCP Energy International Pte. Ltd (BCPE) have executed a bid implementation deed in relation to an off-market takeover offer (the Offer) for BCPE to acquire 100% of the shares in Nido not already held by BCPE. Nido shareholders will be offered 5.5 cents in cash per Nido share, representing a 60% premium to the 3 month volume-weighted average price of Nido shares of 3.43 cents. The Offer is subject to a 90% minimum acceptance condition.
The amount offered values Nido at approximately $113 million.
Nido Directors have unanimously recommended that Nido shareholders accept the all-cash Offer, in the absence of a Superior Proposal.
Each Nido Director who has a Relevant Interest in Nido shares has advised Nido’s Board that they intend to accept the Offer in respect of their Nido shares in the absence of a Superior Proposal.
The major shareholder of Nido, Petroleum International Investment Corporation, which owns 19.66% of Nido, has executed a conditional share sale agreement with BCPE to sell its entire holding to BCPE at the price of the Offer.
Nido’s Chairman, William Bloking stated that “The Board, following consultation with management and advisors, carefully considered the Banchak proposal in light of our highly strategic portfolio of assets. All Directors are of the view that this is a compelling offer and, upon completion, will provide the certainty of cash for Nido shareholders at a substantial premium to recent trading in Nido shares. Petroleum International Investment Corporation – who was Nido’s major shareholder – has sold its shareholding to BCPE, and we are pleased to present the opportunity for all shareholders to accept the Offer at the same price, subject to a Superior Proposal. Accordingly, the Board has unanimously recommended the Offer and the Directors will accept the Offer for their own shareholdings in the absence of a Superior Proposal.”
Bangchak is a leading Thai processing and distribution petroleum company. Bangchak listed on the Stock Exchange of Thailand (SET) in August 1994. As at 28 July 2014, Bangchak’s market capitalisation was Baht 40,619 million/ A$1,357 million. Bangchak is headquartered in Bangkok, Thailand.
Nido is an Australia-based oil and gas exploration and production company, with operations in the Philippines and Indonesia.
In a letter to Nido’s shareholders, BPCE said It was its intention to retain the management personnel of Nido in roles appropriate to their skills, expertise, performance and strategic fit.
Also, BCPE said it planned to continue the employment of Nido’s present employees in accordance with their current terms of employment, assuming those terms of employment are standard and commercially reasonable.