Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

BEACH ENERGY LIMITED M&A Activity 2012

May 22, 2012

64558_rns_2012-05-22_f63acfaa-12d7-4ef0-855b-c79dee163164.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [121 x 114] intentionally omitted <==

288 – 292 Churchill Avenue Subiaco WA 6008

PO Box 1281 Subiaco WA 6904 Tel: +61 8 9489 3777 Fax: +61 8 9489 3799

[email protected] www.cooperenergy.com.au

ASX Announcement / Media Release

23 May, 2012

SOMERTON TAKEOVER OFFER NOW UNCONDITIONAL

  • Cooper has today declared its takeover offer for Somerton unconditional.

  • Beach Energy, Somerton’s largest shareholder, intends to accept Cooper’s takeover offer in the absence of a superior offer.

  • Beach Energy is Somerton’s largest shareholder with a 55.8% shareholding.

  • Cooper currently has a relevant interest in 23.1% of Somerton, which will increase to 78.9% upon Beach Energy accepting the Offer.

  • All of Somerton’s Directors have accepted the Offer.

  • Somerton’s Directors recommend Somerton shareholders accept the Offer (in the absence of a superior offer).

  • Cooper’s offer will expire on 7 June 2012, unless extended.

Cooper Energy Limited ( ASX: COE ) (“ Cooper ”) welcomes Beach Energy Limited’s ( ASX: BPT ) (“ Beach Energy ”) announcement that it intends to accept Cooper’s takeover offer (“ Offer ”) for Somerton Energy Limited ( ASX: SNE ) (“ Somerton ”) in the absence of a superior offer. Beach Energy is Somerton’s largest shareholder, with a shareholding of 55.8%.

Cooper is also pleased to announce that the Offer is now free from all defeating conditions, including the 90% minimum acceptance condition, and encourages Somerton shareholders to ACCEPT the Offer immediately.

Cooper & Somerton Merger

Cooper and Somerton jointly announced on 19 April 2012 that they had agreed to merge via Cooper making a recommended off-market takeover bid ( “Offer” ) for all of the shares in Somerton. The Offer will expire on 7 June 2012, unless extended.

Under the Offer, Cooper is offering all Somerton shareholders the choice of either:

  • (a) one Cooper share for every 2.8 Somerton Shares ( All Shares Alternative ); or

  • (b) one Cooper share for every 4.73 Somerton shares plus 9 cents for each Somerton share ( Shares and Cash Alternative ).

==> picture [596 x 45] intentionally omitted <==

Cooper Declares Offer Unconditional

Cooper declares that its Offer for Somerton is now unconditional. All Somerton shareholders can now accept the Offer with certainty of payment and are encouraged to ACCEPT the Offer immediately.

Support of Largest Shareholders

Beach Energy has stated that it intends to accept the Offer in the absence of a superior offer in respect of its 55.8% shareholding in Somerton. This follows on from other major shareholders of Somerton who also support the merger.

19% Shareholder Acceptance

A number of Somerton’s larger shareholders, including Somerton Directors, have accepted, or are obliged to accept, the Offer in respect of 19% of Somerton’s issued shares.

Somerton Directors Have Accepted & Recommend Acceptance

All Somerton Directors have accepted the Offer in relation to all shares owned or controlled by them.

In addition, the Directors of Somerton have recommended that all Somerton shareholders ACCEPT the Offer in the absence of a superior proposal.

How to Accept Cooper’s Offer

The Bidder’s Statement was mailed to Somerton shareholders, along with the Target’s Statement on 7 May 2012. Included with the Bidder’s Statement is an acceptance form. Somerton shareholders should complete, sign and return the acceptance forms in accordance with the instructions contained in section 5 of the Bidder’s Statement prior to the Offer closing.

Somerton shareholders who have not received the Bidder’s Statement or acceptance form, or have further queries, should contact the Offer Information Line on 1300 730 439 (if calling from Australia) or +61 8 6380 4530 (if calling from overseas).

Cooper’s Managing Director, David Maxwell, said the Company welcomed Beach’s statement that it intends to accept the Offer.

“We are pleased that Beach Energy, like the boards of both Cooper and Somerton, has recognised the compelling strategic rationale for the merger. Combining the complementary assets and technical expertise of both companies together with Cooper’s strong cash balance and cash flow will create a focused oil and gas production and exploration company with a strong onshore Australia position in the Cooper, Otway and Gippsland basins together with assets in Tunisia and Indonesia.

“Cooper’s relevant interest in Somerton to 22 May, 2012 is 23.1%. This increases to 78.9% upon Beach Energy accepting the Offer for its 55.8% shareholding in Somerton. The support of all of Somerton’s major shareholders, as well as its Directors is important. It was therefore on this basis that the Cooper board decided to declare the Offer unconditional so we can progress the merger for the benefit of all shareholders as quickly as possible” Mr Maxwell said.

Euroz Securities Limited is financial adviser and Squire Sanders is legal adviser to Cooper.

For further information please contact:

Cooper Energy Limited Media & Investor Relations Offer Information Line David Maxwell David Tasker Tel 1300 730 439 Managing Director PPR – Investor Relations (if calling from Australia ) Tel +61 8 9489 3777 Tel +61 8 9388 0944 Tel +61 8 6380 4530 (if calling from overseas)

==> picture [596 x 45] intentionally omitted <==