Cooper Energy is today urging Incremental Petroleum shareholders to accept its takeover offer as the corporate watchdog says it will not apply on Cooper's behalf for an extension of the bid.
Cooper's offer, already declared final and unconditional, is due to expire at 5pm Western Australian time tomorrow.
Earlier this week, the Australian Securities and Investments Commission said it will consider applying for an extension given the last minute takeover proposal from Canadian company TransAtlantic.
However ASIC revealed today that its application to the Takeovers Panel was reliant on another independent review of Incremental by KPMG, which was released yesterday.
KPMG continued to uphold its rejection of Cooper's bid, saying it was neither fair nor reasonable.
As a result, ASIC said it will not be making an application to the Panel.
Cooper is offering 3.1 of its shares for each Incremental share or 1.9 shares plus 50 cents cash.
In the report, Incremental directors said TransAtlantic intended to lodge a bidder's statement at the end of this month.
The takeover target also said that TransAtlantic's offer of $1.05 cash for each share did not provide any premium, effectively rejecting the bid.
However Incremental said TransAtlantic could still vary its offer.
"Incremental shareholders find themselves between a rock and a hard place with just hours to go before our Offer closes," Cooper managing director Mike Scott said.
"Based on the closing price of Cooper shares on 5 November, the implied value of Cooper's cash and share alternative is $1.09, which is superior to the TransAtlantic proposal.
"In addition, the revised report acknowledges that Cooper's offer provides Incremental shareholders with the opportunity to realise greater value through a re-rating of Cooper shares.
"This contrasts with TransAtlantic's cash offer, which provides no upside in value and no continued exposure to Incremental's assets."
Cooper currently holds a 24.2 per cent interest in Incremental while TransAtlantic holds around 9 per cent through on-market purchases.