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DANMARKS STØRSTE INVESTORSITE MED DEBAT, CHAT OG NYHEDER

DNO og RAK fusionerer


43668 akademikeren 4/7 2011 08:38
Oversigt

DNO International ASA (DNO) and UAE-based RAK Petroleum Public Company Limited (RAK Petroleum) have signed a heads of agreement to merge RAK Petroleum's Middle East and North Africa (MENA) operating subsidiaries into a subsidiary of DNO in exchange for DNO shares to be issued to RAK Petroleum.

The consideration shares will be issued at a minimum share price of NOK 8.25 per share and a maximum share price of NOK 10.00 against a Value of the RAK Petroleum MENA assets between USD 250 and 300 million.

Jeg har på denne baggrund købt i dag til 6,58.



4/7 2011 08:49 akademikeren 043669



Proposed merger of RAK Petroleum´s MENA
subsidiaries into DNO ahead of London listing
DNO International ASA (DNO) and UAE-based RAK Petroleum Public Company Limited
(RAK Petroleum) have signed a heads of agreement to merge RAK Petroleum's Middle
East and North Africa (MENA) operating subsidiaries into a subsidiary of DNO in
exchange for DNO shares to be issued to RAK Petroleum. The consideration shares will
be issued at a minimum share price of NOK 8.25 per share and a maximum share price
of NOK 10.00 against a Value of the RAK Petroleum MENA assets between USD 250 and
300 million.
The heads of agreement provides the basis of negotiation of definitive merger documents,
including an integration agreement. It is intended that the transaction will be structured as a
merger of two Norwegian subsidiaries of DNO and RAK Petroleum in accordance with Chapter
13 of the Norwegian Public Companies Act.
The merger terms were proposed by DNO management last week and endorsed by the
boards of directors of both companies on Sunday, with only the independent Norwegian
directors involved in discussion and voting during the DNO deliberations. Definitive
agreements, once reached, will be presented to the shareholders of DNO and RAK Petroleum
at separate extraordinary general meetings for final approval.
"We are delivering on our strategy for growth, and continue to build on our competence and
solid track-record in the MENA region. The enlarged DNO will be a more robust company with
higher production and stable cash flow from a more diversified portfolio," said DNO's
Managing Director Helge Eide.
"Two very effective, skilled and experienced organizations will merge. I am excited about the
opportunities for further expansion and Value creation built through this merger," he said.
The headquarters of the enlarged company will remain in Oslo, Norway; operations offices will
be located in the Kurdistan Region of Iraq, Yemen, the United Arab Emirates, Tunisia and
Oman.
DNO's board of directors has confirmed the intention to list the enlarged company on the
London Stock Exchange in addition to the Oslo listing. A listing in London is expected to
contribute to extended coverage of the company's shares, attract interest from a broader
range of MENA focused investors and provide a solid platform for follow on merger and
acquisition activity.
It is expected that, on transaction closing, RAK Petroleum will hold a total ownership interest in
DNO of approximately 40 percent. RAK Petroleum currently holds a 30 per cent share in
DNO.The number of shares to be issued by DNO to RAK Petroleum in consideration for the
RAK MENA subsidiaries will be set by the parties based on relative valuations of DNO and the
RAK MENA business. Final consideration will be negotiated and agreed between the parties
and their advisors based on an evaluation of one or more competent person reports to be
prepared by one or more independent, appropriate and reputable experts.

dno, fusion, merger, olie, RAK, DNOO.ST




4/7 2011 09:07 JCBN 043670



DNO and Rak tie the knot

Norway's DNO International has agreed a deal whereby it will merge the Middle East and North Africa (MENA) operations of major shareholder Rak Petroleum into a new London-listed unit.

Upstream staff 04 July 2011 07:56 GMT

The transaction follows the move by Rak's chief executive Bijan Mossavar-Rahmani last month to take over the chairman's role at DNO, in which his United Arab Emirates-based company currently holds a 30% shareholding.

He has subsequently been reported as saying that he was considering a number of options for DNO, including a takeover and asset sales.

DNO's main operations are in Yemen and Iraqi Kurdistan, while it has also applied for an exploration permit in Tunisia.

A portfolio review has been initiated since Mossavar-Rahmani took control, as a result of which the company has now decided to pull out of Mozambique after a lack of drilling success.

Under the heads of agreement signed by both companies, DNO will acquire Rak's subsidiaries in the MENA region in exchange for shares to be issued at a minimum price of Nkr8.25 and a maximum price of Nkr10 based on a Value of between $250 million and $300 million for the Rak assets.

It is intended to list the enlarged company on the London Stock Exchange, in addition to DNO's Oslo stocklisting.

"A listing in London is expected to contribute to extended coverage of the company's shares, attract interest from a broader range of MENA-focused investors and provide a solid platform for follow-on merger and acquisition activity," DNO said in a statement.

DNO managing director Helge Eide said: "We are delivering on our strategy for growth, and continue to build on our competence and solid track-record in the MENA region.

The enlarged DNO will be a more robust company with higher production and stable cash flow from a more diversified portfolio.

"Two very effective, skilled and experienced organizations will merge. I am excited about the opportunities for further expansion and Value creation built through this merger."

It is expected that Rak will increase its stake in DNO to 40% following closure of the transaction, which has been approved by the boards of both companies but has yet to be endorsed by their shareholders.

The headquarters of the enlarged company will remain in Oslo, while it will have operations offices in Kurdistan, Yemen, the UAE, Tunisia and Oman.

The merged entity would boast working interest reserves of 326.5 million barrels of oil equivalent, following DNO's recent upgrade of recoverable volumes at its Tawke field in Kurdistan.

The combined operating profit of the two companies last year would have been $54 million, almost double DNO's result for 2010 of $28 million.


http://www.upstreamonline.com/live/article265228.ece




4/7 2011 09:24 JCBN 043671



Lidt fra præsentationen...

http://hugin.info/36/R/1528094/463817.pdf

An Industrial and Strategic Fit
• DNO is following its growth strategy to expand and diversify
its operations in the MENA region

• Creates a stronger and more robust DNO with a better basis
for further growth

• Higher stability and predictability in terms of production and
cash flow by adding new producing assets

• The combined organizations will form a highly experienced
and very skilled MENA team

-----


Combined MENA operations and application for London listing:
Transaction summary (1/2)

• Proposed merger of RAK Petroleum´s MENA operating
subsidiaries into DNO

• Based on a net asset Value of both companies undertaken by
an independent third party
- An independent firm valuation is under preparation by DeGolyer and
MacNaughton

• A non-binding Heads of Agreement is signed
- Provides the basis of negotiation of the final terms and conditions of
the proposed merger

• DNO will issue consideration shares to RAK in exchange for
the merger of RAK's MENA operations

----------

Combined MENA operations and application for London listing:
Transaction summary (2/2)

• A range for the Value in assets and DNO shares is agreed
- Value of the RAK assets is between USD 250 and 300 million
- A DNO share price between NOK 8.25 and NOK 10

• RAK´s share holdings in DNO will increase from today´s
30 per cent to approximately 41 per cent

• The enlarged entity plans to apply for London listing

• Structured as a statutory merger of two Norwegian
subsidiaries of DNO and RAK
- In accordance with Chapter 13 of the Norwegian Public Companies Act

• This structure is exempt from the mandatory offer rules
Proposed



4/7 2011 09:58 akademikeren 043673



Måske Primær listing i UK

DNO:NOTERINGEN I LONDON KAN BLI PRIMÆRNOTERING -EIDE
Oslo (TDN Finans): DNO International kan komme til å flytte hovednoteringen
sin fra Oslo Børs til London.

Det sa administrerende direktør Helge Eide i DNO International under en
telefonkonferanse mandag.

-Det kan være en dobbelnotering eller flytting av primærlisting til London,
men vi er nå i gang med en prosess for å TA oss til London, sa Eide.

Eide sa at de i lengre tid har vurdert notering i London.

-Vi tror at dette er riktig tid til å igangsette denne prosessen. (..) Vi
tror at markedet i London er mer fokusert på E&P selskaper som opererer i
Mena, sa Eide.



4/7 2011 20:20 johnny57 043689



Jeg kan konstatere at den steg 95 øre idag, ellers kan jeg ikke gennemskue det, bare der ikke er et større "røveri" igang, alt under 11 kr er rent røveri.

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