Vote no to the DNO/RAK merger
Vote no to the DNO/RAK merger
Dear fellow shareholder in DNO International ASA
Bergen, 15 October 2011
Vote no to the DNO/RAK merger
4 July 2011, DNO International ASA (DNO) announced that the company aims
to merge in RAK Petroleum Public Company Limited´s (RAK) Middle East and
North Africa assets (MENA). In return, RAK will increase it´s holding in
DNO from 30 to 40 per cent, without having to make a mandatory offer on
the company.
Petrolia, with associated companies and stakeholders, is one of the
largest shareholder groups in DNO. Over the latest weeks, several
concerned shareholders have approached us. Following thorough analysis
of the announced documentation from the company, we are sharing the
concern. The proposed merger will not create shareholder value. On the
contrary, the merger will destroy value for us shareholders:
· The RAK licences are uncertain with regards to reserves and upside
potential
· The RAK licences demands significant, and highly uncertain capital
investments for offshore drilling of wells
· The RAK licenses will significantly reduce the company´s dividend
capacity
· RAK will take control of the company, without paying a control
premium
· The RAK merger will dilute existing shareholders at a low price,
against uncertain MENA assets
· The merger will block any alternative offer from other companies, as
RAK will completely control the company through it´s 40 per cent
holding, in addition to controlling up to an additional 10 per cent
though DNO´s own shares
We believe DNO is an exciting company, with highly dedicated and
talented employees. 12 August 2011, the P50 reserves at Tawke, a
world-class oil field, was preliminary adjusted to 636 million barrels,
representing a doubling of the reserves in a short period of time. The
underlying value of DNO is significant and is in the merger proposal
valuated in the Competent Person Report (CPR) at over 3 billion dollar.
However, the company is currently valuated at only NOK 5.5 billion at
the Oslo Stock Exchange.
Petrolia, as shareholder in DNO, is willing to work actively towards
finding alternative solutions for increasing the valuation of the
company. Solutions that the current board of directors, led by RAK, not
will explore without pressure from other shareholders. We believe
potential buyers are willing to pay at least 10 - 12 NOK per share for
the company, compared to the CPR valuation of NOK 19.5 per share. This
requires the RAK merger not being completed and that RAK are not given
control.
We recommend that you as a shareholder in DNO vote no to the proposed
merger and to the proposed capital increase, without a preferred right
to the shareholders, at the extraordinary general meeting 1 November
2011 (agenda point 4 and 5). This is the most important thing you can do
as a shareholder to protect your investment.
If you want to discuss the merger with us, or to send EGM proxies, you
are welcome to contact us at +47 55 22 47 28/+47 93240027, or by email
kjetil.forland@petrolia.no (kjetil.forland@petrolia.no). In addition, we
will publish our investor presentations at
http://rejectrakmerger.wordpress.com (http://rejectrakmerger.wordpress.c
om/), in addition to holding public and international telephone
conferences if needed.
Kind regards,
Berge Gerdt
Larsen
Kjetil Forland
Chairman of Petrolia
ASA
MD of Petrolia