re: Ann: AOE Increased Unconditional Offer fo... 11 February 2008
FOR IMMEDIATE RELEASE
INCREASED UNCONDITIONAL OFFER FOR PURE ENERGY
RESOURCES LIMITED (“PURE”) OF $7.16 PER SHARE1
Arrow Energy Limited’s (“Arrow”) revised unconditional offer of
$3.00 cash and 1.57 Arrow shares for every Pure share values Pure at
$7.16 per share (the “Revised Offer”)1
Total consideration of $7.16 per share represents an increase of 21%
over Arrow’s initial offer announced 22 December 20081 and 12%
over the offer announced by BG Group on 9 February 2009 (the “BG
Offer”)
Arrow’s Revised Offer is superior to the BG Offer
Unanimous recommendation for Arrow’s Revised Offer from Pure’s
independent directors, subject to there being no superior proposal
Pure’s independent directors intend to accept the Revised Offer,
(subject to there being no superior proposal) within 7 days of
lodgement of Arrow’s supplementary bidder’s statement
Revised Offer
Arrow will amend its offer as follows:
Arrow declares its offer to be unconditional and accelerates payment
terms
All conditions of the Offer are to be waived, including the 90% minimum
acceptance condition, such that Arrow will declare its offer unconditional.
In addition, Pure shareholders who accept the Revised Offer will be paid
the cash component and issued the share component of the offer
consideration within 5 business days of receipt of their acceptance.
1 Based on Arrow’s closing price on the ASX on 11 February 2009 of $2.65
The BG Offer is subject to a number of conditions, being Foreign
Investment Review Board (“FIRB”) approval, 50.1% minimum acceptance
and no prescribed occurrences.
The offer consideration is being increased to $3.00 cash per share
plus 1.57 Arrow shares for every Pure share
Based on Arrow’s closing price on the ASX on 11 February 2009 this
values the Revised Offer at $7.16 per Pure share. This represents a
premium of 12% to the BG Offer.
Recommendation of the independent directors – Arrow’s Revised Offer
is superior to BG’s Offer
The independent directors of Pure consider Arrow’s Revised Offer to be
superior to the BG Offer and unanimously recommend that shareholders
ACCEPT Arrow’s Revised Offer, subject to there being no superior proposal.
The independent directors of Pure intend to accept the Revised Offer in
respect of shares which they own or control within 7 days of Arrow lodging its
supplementary bidder’s statement which contains the Revised Offer, subject
to there being no superior proposal.
Arrow’s Managing Director Nick Davies said “Arrow’s revised offer is clearly
superior to BG’s offer and is the only offer that provides on-going exposure to
the burgeoning Australian CSG sector. The overseas majors are entering the
Australian CSG sector because they see tremendous long term value. Their
entry, including Arrow’s alliance with Shell, is an endorsement of the value
proposition of the CSG to LNG opportunity. Arrow is the only large
independent CSG company remaining and as such the share component of
Arrow’s revised offer provides significant upside potential for Pure
shareholders. A further point which highlights this long term value is that
Arrow’s current 3P reserves represent only approximately 10% of the
contingent resource from our CSG acreage.”
How to accept Arrow’s Revised Offer
A supplementary Bidder’s Statement (including a new acceptance form) and
other formal documents will be mailed to Pure shareholders shortly. The
Revised Offer is open for acceptance from Thursday, 12 February 2009.
Shareholder Enquiries
Pure shareholders with questions relating to Arrow’s Revised Offer can call
Arrow’s shareholder information line on 1300 551 547 (within Australia) or +61
2 8280 7708 (outside of Au
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