Dana Gas PJSC announces agreement to acquire Centurion Energy International Inc. for C$1.15 billion
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Dana Gas PJSC (Abu Dhabi: Dana)
12 November 2006
Transaction highlights:
- All cash consideration of C$12.00 per share
- Transaction price represents a 36.4% premium over the closing price
of Centurion shares on 30 October 2006, the day prior to the
Company's announcement of an unsolicited approach from a third party
and a 55.9% premium over its volume weighted average price for the 20
trading days up to 30 October 2006
- Unanimous approval by the Boards of Directors of Centurion and Dana
Gas
- Transaction to be effected by way of plan of arrangement
- Provides a well-established exploration and production platform to
support Dana Gas's regional growth strategy
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SHARJAH, UNITED ARAB EMIRATES, Nov. 12 /CNW/ - Dana Gas PJSC announced
today that it has entered into an agreement with Centurion Energy
International Inc. of Calgary, Alberta to acquire all of Centurion's
outstanding common shares for C$12.00 per share.
Based in Sharjah, UAE, Dana Gas is a private-sector natural gas company
operating in the Arabian Gulf Region and listed on the Abu Dhabi Stock Market.
Centurion Energy is headquartered in Calgary and is engaged in oil and gas
exploration and production with properties in Egypt, Tunisia and offshore West
Africa. It is listed on the Toronto Stock Exchange and London AIM.
The agreement, signed by the Chairmen of both companies in Cairo, Egypt
today, has the unanimous support of the two Boards of Directors and the
Centurion Board will recommend that its shareholders accept the Dana Gas
offer. The acquisition will be completed by way of a statutory plan of
arrangement and requires the approval of no less than 66 2/3% of the
shareholders of Centurion voting at a special meeting of shareholders to be
held in early January 2007.
At C$12.00 per Centurion share, the equity value of the transaction is
approximately C$ 1.15 billion on a fully diluted basis. Dana Gas will also
assume Centurion's net debt of approximately C$99 million, giving the
transaction a total value of approximately C$ 1.25 billion, or US$ 1.10
billion.
The offer price represents a premium of 36.4% over the trading price of
Centurion shares on October 30, 2006, the last trading day before Centurion
announced it had received an unsolicited approach from a third party. It also
represents a 55.9% premium to Centurion's volume weighted average closing
price for the 20 trading days up to 30 October 2006. The offer price implies a
value of US$11.3/proven plus probable boe.
The transaction achieves Dana Gas's stated aim of accelerating its growth
strategy through the acquisition of exploration and production (E&P)
operations in the Middle East and North Africa region. Centurion's assets
complement Dana Gas's existing gas chain activities and expertise in
transportation, processing and marketing of natural gas and represent the
entry by Dana Gas into the upstream gas sector. The acquired portfolio
comprises an attractive combination of existing production and associated cash
flow from the producing fields in Egypt, complemented by growth opportunities
from exploration assets in Egypt and exploration properties in Tunisia and the
Sao Tome/Nigeria JDZ.
"We are pleased to have entered into this agreement with Centurion. We
value the relationship upon which this agreement is built and we share a
common vision for the importance of the regional gas sector. The complementary
operations, strategy and approach to business makes Centurion particularly
valuable to Dana Gas," said Hamid Dhiya Jafar, Executive Chairman of Dana Gas.
"Centurion is an excellent company with outstanding people who have a proven
track record in oil and gas activity in Egypt. We are pleased to offer
Centurion shareholders full value for a company that meets perfectly Dana Gas'
stated objective of acquiring E&P operations with production and clearly
identified exploration prospects for future growth".
Centurion Energy Chairman and Chief Executive Officer Said Arrata added:
"Our Board is pleased to support this transaction because of the value it
delivers to our shareholders and the opportunities it presents to our
employees. We look forward to this unique opportunity with Dana Gas, a pioneer
in the Middle East gas industry. Together, the two companies, will provide the
region with a strong indigenous private-sector player to develop the natural
gas resources of the wider Middle East."
The agreement was reviewed and recommended by a special committee of the
board of Centurion which received the opinion of its financial advisors that
the offer is fair, from a financial viewpoint, to the shareholders of
Centurion. The terms of the agreement include customary provisions prohibiting
Centurion from soliciting any other acquisition proposal but, should an
unsolicited offer be made, allowing the board of directors of Centurion to
accept and recommend a superior proposal if it is required to do so in
accordance with its fiduciary duties. In such event, Dana Gas will be entitled
to a termination fee of C$34.75 million payable by Centurion. Dana Gas has the
right to match any such superior proposal.
AI
