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Medco launches increased recommended final cash offer for Ophir

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LNG Industry,


The boards of Medco, Medco Global and Ophir have announced that they have reached agreement on the terms of an increased recommended all cash offer by Medco Global to acquire the entire issued and to be issued share capital of Ophir (other than any ordinary shares held by Ophir in treasury).

The increased offer price

Under the terms of the increased offer, Ophir Shareholders will be entitled to receive:

  • • For each Ophir share: 57.5 pence in cash
  • The increased offer values the entire issued and to be issued share capital of Ophir at approximately £408.4 million.
  • The final offer price represents a premium of approximately:
    • 73.2% to the closing price of 33.20 pence per Ophir Share on 28 December 2018 (being the last Business Day before the announcement of Medco’s possible offer for Ophir).
    • 68.5% to the volume weighted average share price for the one-month period ended 28 December 2018 (being the last Business Day before the announcement of Medco’s possible offer for Ophir) of 34.13 pence per Ophir Share.
    • 49.8% to the volume weighted average share price for the three-month period ended 28 December 2018 (being the last Business Day before the announcement of Medco’s possible offer for Ophir) of 38.38 pence per Ophir Share.
  • Aggregate entitlements of Ophir Shareholders under the terms of the increased offer shall be rounded down to the nearest whole pence.

Medco Global announces that the final offer price is final and will not be increased, except that Medco Global reserves the right to increase the amount of the final offer price if there is an announcement on or after the date hereof of an offer or a possible offer for Ophir by a third party offeror or potential offeror.

Recommendation

The Ophir Directors, who have been so advised by Morgan Stanley and Lambert Energy Advisory as to the financial terms of the Increased Offer, consider the terms of the increased offer to be fair and reasonable. In providing its advice to the Ophir Directors, Morgan Stanley and Lambert Energy Advisory have taken into account the commercial assessments of the Ophir Directors.

In addition, the Ophir Directors consider the terms of the increased offer to be in the best interests of Ophir and the Ophir Shareholders as a whole.

Accordingly, the Ophir Directors recommend unanimously that Ophir Shareholders vote in favour of the Scheme at the Court Meeting and Ophir Shareholders vote in favour of the special resolution at the general meeting, as each of the Ophir Directors who hold beneficial interests in Ophir shares have irrevocably undertaken to do in respect of all of their respective beneficial holdings, totalling 984 271 Ophir shares, representing in aggregate approximately 0.14% of Ophir’s issued share capital as at the close of business on the latest practicable date.

Read the article online at: https://www.lngindustry.com/liquid-natural-gas/21032019/medco-launches-increased-recommended-final-cash-offer-for-ophir/

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