12/02/2009 - 10:24

Incremental accepts $87m takeover offer

12/02/2009 - 10:24

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Directors in Incremental Petroleum have unanimously recommended TransAtlantic Petroleum's takeover offer after securing a further increase in the cash bid.

Incremental accepts $87m takeover offer

Directors in Incremental Petroleum have unanimously recommended TransAtlantic Petroleum's takeover offer after securing a further increase in the cash bid.

The Texas-based TransAtlantic has agreed to raise its offer from $1.07 to $1.085 cash for each Incremental share.

The increase values the takeover offer at $86.5 million.

TransAtlanic had started out its takeover bid with a cash offer of $1.05 before raising it last week.

The Incremental directors have recommended that shareholders accept the revised offer in the absence of a superior takeover proposal.

"The acceptance by Incremental's largest shareholder (Cooper Energy Limited) of TransAtlantic's increased Offer will deliver TransAtlantic effective control of Incremental," Incremental chairman Chris Cronin said.

"In light of this, the Incremental Board is pleased to have been able to secure a further increase to TransAtlantic's unconditional cash Offer.

"This will give minority Incremental Shareholders the opportunity to lock in a certain cash value for their Incremental shares in the context of the global market and commodities downturn."

TransAtlantic said it will retain the services of Incremental's current managing director Gerr McGann for at least 12 months and chief financial officer Jonathan Asquith for at least three months.

TransAtlantic will also invite Mr Cronin and director Mark Stowell to remain as directors for the balance of this year.

The US company currently holds a 47.79 per cent interest in Incremental.

Shares in Incremental were up 1.5c to $1.08 at 12:23 AEDT.

 

 

The announcement is below:

 

TransAtlantic Australia Pty Ltd (TransAtlantic) and Incremental Petroleum Limited (Incremental) are pleased to announce that TransAtlantic has agreed to further increase the consideration under its unconditional takeover offer (Offer) for all of the shares in Incremental to $1.085 in cash per Incremental share. The increase will apply to all Incremental shareholders who accept the Offer, including those who accepted prior to the increase.

The directors of Incremental unanimously recommend that, in the absence of a superior offer, Incremental shareholders ACCEPT TransAtlantic's revised offer. Incremental will shortly release a Supplementary Target's Statement setting out the reasons for the directors' recommendation, which Incremental shareholders should read in detail. Those directors of Incremental who control shares in Incremental presently intend to accept TransAtlantic's increased Offer in respect of the Incremental shares they control, in the absence of a superior offer for Incremental shares.

TransAtlantic Director, Mr Matt McCann, said "We are pleased that the Incremental Board has decided to support our further increased Offer, which will allow Incremental shareholders to realise an attractive and unconditional cash value for their Incremental shares in a volatile and uncertain market."

Mr Chris Cronin, Chairman of Incremental, stated "The acceptance by Incremental's largest shareholder (Cooper Energy Limited) of TransAtlantic's increased Offer will deliver TransAtlantic effective control of Incremental. In light of this, the Incremental Board is pleased to have been able to secure a further increase to TransAtlantic's unconditional cash Offer. This will give minority Incremental Shareholders the opportunity to lock in a certain cash value for their Incremental shares in the context of the global market and commodities downturn."

TransAtlantic's previously announced acceleration of payment terms will continue to apply, meaning that Incremental shareholders who accept the Offer (at the increased price) will receive cash for their Incremental shares within 10 business days of receipt of a valid acceptance or acceptance instructions being implemented.

TransAtlantic also confirms that it will shortly make personal offers to all of the holders of options over Incremental shares for the assignment of those options to TransAtlantic for consideration of US$0.1170 per $1.20 option and US$0.1022 per $1.45 option, which is no greater than the assessed fair value for those options. All acquisitions of Incremental options will be conditional on Incremental ceasing to be included on the official list of the Australian Securities Exchange. The consideration paid to optionholders will take the form of cash, shares in TransAtlantic Petroleum Corp. at US$0.70 per share, or warrants (options) over unissued shares in TransAtlantic Petroleum Corp. at a price of US$0.25 each (or a combination thereof at the election of the optionholder, provided that no more than 50% of total consideration may take the form of warrants).

The Incremental directors have indicated to TransAtlantic that their present intention, in the absence of a superior offer, is to accept any such offer in respect of any Incremental options held or controlled by them.

TransAtlantic also announces that it intends:

(a) to retain the services of Incremental's current managing director (Gerry McGann) in an employee or consultant capacity for at least 12 months - on terms to be agreed, but with a remuneration that is similar to his present remuneration;

(b) to retain the services of Incremental's current chief financial officer and company secretary (Jonathan Asquith) in an employee or consultant capacity for at least 3 months - on terms to be agreed, but with a remuneration that is similar to his present remuneration; and

(c) to invite two of Incremental's present directors (Mark Stowell and Chris Cronin) to remain as directors of Incremental for at least the balance of this year - on terms to be agreed, but with remuneration that is similar to their present remuneration.

TransAtlantic will shortly release a formal Notice of Variation increasing the Offer consideration, and its Third Supplementary Bidder's Statement. Incremental will shortly release a Supplementary Target's Statement with further information for Incremental shareholders. Incremental shareholders are encouraged to read all information sent to them.

 

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