Offer for DNO shares
Offer for DNO shares
Petrolia Invest AS wishes to initiate an industrial sale, restructuring
or merger of DNO International ASA ("DNO") in order to maximize
shareholder value and offers to purchase up to 33.33% of the outstanding
shares in DNO for NOK 10 per share with a consideration of shares in
Petrolia ASA.
Petrolia Invest AS believes that the result of the recent Extraordinary
General Meeting in DNO has not added any material value for DNO
shareholders. Petrolia believes that in order to maximize value for all
DNO shareholders it is necessary for the company to be restructured,
merged or potentially sold.
Petrolia is therefore taking the initiative to start a process aimed at
selling, restructuring or merging DNO with another industrial player at
favorable terms for all DNO`s shareholders. In this respect, Petrolia
recommends that all DNO shareholders should form a group with the common
goal of selling, restructuring or merging DNO, based on a price that
reflects the underlying value in DNO. Petrolia is offering DNO
shareholders a vehicle to fulfill these objectives by tendering their
DNO shares for NOK 10 per share in exchange for Petrolia shares or
alternatively inform Petrolia about their support for an industrial
sale, restructuring or merger of DNO.
The offer from Petrolia Invest AS represents a significant premium to
the latest share prices of DNO of NOK [6-7] per share. This depressed
DNO share price reflects the negative view by the stock market of the
merger proposal and the effective hostile related party takeover attempt
by RAK Petroleum. When the merger negotiations started in February 2011
the DNO share price was above NOK 10 per share.
Petrolia's book value per share on the 30th June 2011 was approximately
NOK 5 per share while the Petrolia share price is lower due to tightly
controlled and illiquid trade conditions. The number of Petrolia shares
offered per DNO share will be based on a book building process over
time.
The forward ambition for Petrolia Invest's single purpose DNO
shareholding vehicle, is to sell, merge or restructure DNO and to
realize a minimum price of NOK 12 per DNO share. This is almost double
the latest DNO closing price. All Petrolia shareholders will then
receive the option of a cash dividend and, or a share dividend for the
majority of the price achieved for DNO`s shares in such sale,
restructure or merger.
In respect of the potential share price that might be achieved in a
sale, restructuring or merger, we support the DNO management valuation
presented to the DNO Board of Directors and the auditor Finn Ole Edstrøm
from Ernst & Young in June 2011, of a risked valuation of DNO of about
NOK 19.5 per share with an unrisked valuation of NOK 29.0 per share. The
auditor has a full copy of this valuation report, which is neither
referred to nor disclosed in the Prospectus "Equivalent" documents.
These figures are comparable with the unrisked valuation of NOK 19.5 per
share presented by Degolyer and MacNaughten (Competent Person Report)
without the RAK licenses in the Prospectus "Equivalent" Document.
The offer is subject to approvals of all regulatory authorities, laws
and regulations, financing and board approvals.
DNO shareholders interested in selling their DNO shareholdings to
Petrolia Invest AS for a consideration in Petrolia shares, or interested
in commiting to support an industrial sale, restructure or merger of DNO
International in order to maximize shareholder value, please send an
email to;
Petrolia`s Managing Director Kjetil Forland:
kjetil.forland@petrolia.no (kjetil.forland@petrolia.no)