Cove Agrees To PTT's Sweetened £1.22 Bln Offer; Shell Outgunned

5/23/2012 4:29 AM ET

Gas explorer Cove Energy Plc (COV.L, CNVGF.PK) on Wednesday agreed to be bought out by Thailand's PTT Exploration and Production Public Co. Ltd. for a sweetened cash offer of 240 pence per share or about 1.22 billion pounds.

The East Africa-focused operator, which had already agreed for oil giant Royal Dutch Shell Plc's (RDS-A: Quote, RDSA.L, RDSB.L, RDS-B) revised offer, withdrew that recommendation and urged its shareholders to accept PTT's offer.

Cove has an 8.5 percent participating interest in the Rovuma Project, which along with Offshore East Africa, contain world scale natural gas resources with significant additional potential in the area.

PTT noted that Cove and the Rovuma Project interest represent a strong fit and the proposed acquisition would mark its entry into the highly prospective East Africa Hydrocarbon province.

Following Cove's early January decision to conduct a formal sale process, PTT in February made a 220 pence per share offer for Cove.

However, Cove last month agreed to Shell's sweetened offer of 220 pence per share or 1.12 billion pounds in total, signaling the end of the formal sale process.

According to PTT, its new offer price represents a premium of approximately 9.1 percent to Shell's offer and a 113.3 percent premium to Cove's closing share price on January 4, the last business day prior to its announcement of the sale process.

The Board of Cove considers the terms of the acquisition to be fair and reasonable and unanimously recommends that Cove shareholders accept or procure acceptance of the offer to be made by PTT Africa Investment Limited.

The acquisition is conditional upon valid acceptances of the offer as well as the receipt of written consent of the Republic of Mozambique's Minister of Mineral Resources, among other things.

PTT expects to fund the deal using a mixture of existing cash resources and a new committed debt facility.

In London, Cove Energy shares are currently trading at 248.07 pence, up 24.07 pence or 10.75 percent, while Shell's A shares are losing 34.50 pence or 1.71 percent and currently at 1,985.50 pence.