Under the new terms, shareholders will receive the full acquisition value directly in cash from DNO’s Bidco subsidiary.
Norwegian oil company DNO has agreed to revised terms for its proposed takeover of UK-listed Capricorn Energy, increasing the offer to $5.214 in cash for each share and valuing the company at $396m (£294m).
Capricorn’s directors intend to unanimously recommend that shareholders support the deal.
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The revised proposal replaces an earlier structure that offered $4.224 in cash per share plus a proposed special dividend of $0.99.
Under the new terms, shareholders will receive the full acquisition value directly in cash from DNO’s Bidco subsidiary.
The companies said the revised arrangement would provide greater certainty of value because it would not depend on Capricorn being able to declare and pay the proposed dividend before the transaction becomes effective.
Capricorn’s board no longer expects to declare and pay a dividend equivalent to that amount.
The revised cash consideration is equivalent to £3.88 per share, based on the exchange rate used in the announcement.
It represents a premium of roughly 46% to Capricorn’s closing share price of £2.66 on 10 March 2026, the day before the offer period began.
It is also 61% above the company’s three-month volume-weighted average price of £2.41.
DNO’s proposal increases the implied value of Capricorn by around $36m compared with the acquisition value under the earlier offer from Genel Energy, on a constant-currency basis.
It represents an increase of $0.474 per Capricorn share and a premium of around 10% to the value of the Genel proposal.
Capricorn had agreed to DNO’s original proposal earlier this month, leading Genel to withdraw from the takeover process.
DNO and Genel are operating partners in Iraq’s Kurdistan region. The former had previously made an unsuccessful attempt to acquire Genel.
Bidco plans to fund the cash consideration and associated fees from existing cash resources. Lambert Energy, its financial adviser, has said sufficient funds are available to meet the revised offer.
The scheme document is expected to be published by 29 September 2026. The transaction remains subject to conditions and is expected to become effective during the fourth quarter of 2026 (Q4 2026) or Q1 2027.
Shareholders will be able to elect to receive the cash consideration in sterling, subject to exchange rate movements and any applicable transaction costs.
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