The board of Adelphi Energy says it will unanimously accept a revised takeover offer by AWE Limited subsidiary ARC Energy, advising shareholders to also accept the offer if they are worried about being minority shareholders.
Over the weekend the directors of Adelphi and AWE held discussions regarding AWE's on-market bid for Adelphi.
As a result of these discussions AWE is increasing its offer price to 42 cents per share.
This is AWE's final offer and there will be no further increase.
Unless extended, the offer will close on July 9.
In a statement Adelphi said since the announcement of the AWE offer, approximately 21 per cent of the company's shares have changed hands.
The company's directors said they believe that a large proportion of these shares have been acquired by hedge funds who, by their nature, are generally not expected to be long term shareholders of the company. These recent purchases have been at prices around 41 cents per share.
The directors said that they have sought possible alternative proposals but said that no superior proposals have emerged.
"Accordingly, your Directors now believe that it is probably that AWE will achieve total control of Adelphi or at least a large enough shareholding to be able to remove all or some of your directors at a shareholders' meeting," the company said in a statement.
"Accordingly, your Directors now unanimously recommend that, shareholders who are concerned about being minority shareholders in Adelphi controlled by AWE, should accept the AWE Offer," the statement said.
"In terms of the Directors' personal shareholding in Adelphi, on the basis of AWE's intention to replace all or some of the Board upon gaining control, each Director does not intend to maintain their respective sizeable shareholdings in circumstances where they are no longer involved at management or Board level. Accordingly, in light of this and the matters set out above, your Directors advise they intend to unanimously accept the Revised Offer for the shares they own or control, including shares issued on the exercise of options they own or control in the absence of a superior proposal emerging,"
