Australia's Cue Energy Rejects NZOG's Unconditional Takeover Offer

New Zealand Oil & Gas Ltd. (NZOG) announced Thursday that NZOG Offshore, a wholly-owned subsidiary of the company, is making an unconditional takeover offer for ASX-listed Cue Energy Resources Limited in Australia.

The on-market cash offer of $0.0765 (AUD 0.10) per share expires at the end of trading on the Australian Securities Exchange (ASX) March 27.

New Zealand Oil & Gas believes Cue's major asset, a 5 percent interest in the Maari oil field in New Zealand, is a quality asset that fits our portfolio well.

In December New Zealand Oil & Gas, through NZOG Offshore, made an off-market purchase of 19.99 percent of Cue Energy from Todd Petroleum at the same price, for a total value of $10.68 million (AUD 13.96 million).

New Zealand Oil & Gas is New Zealand’s largest publicly-listed explorer established in 1981 and listed on the New Zealand and Australian stock exchanges. It has two major producing assets offshore Taranaki New Zealand and exploration interests in New Zealand and Indonesia.

In a separate press release, the Board of Cue Energy notes the announcement today from NZOG of an on-market cash takeover offer for shares NZOG does not own in Cue Energy at $0.0765 (AUD 0.10) per share. NZOG acquired a 19.99 percent interest in Cue Energy in late December 2014 and, to effect the takeover offer, has instructed Bell Potter Securities Limited to buy all shares offered to it at the offer price of $0.0765 (AUD 0.10) per share from today through to the end of the offer period. The offer will remain open until Friday March, 27 (unless extended or withdrawn).

The Board considers the offer from NZOG substantially undervalues Cue Energy, and advises shareholders to reject the offer and not to sell their Cue Energy shares on-market at the offer price of $0.0765 (AUD 0.10) per share. In providing this recommendation, the Board notes the following:

  • the offer price implies a premium of only 11.1 percent to the closing price of $0.069 (AUD 0.09) per Cue Energy share Feb. 11, the last trading day before the announcement of the takeover bid from NZOG. This is substantially below the premium typically paid in Australian control transactions
  • as at Dec. 31, 2014, Cue Energy has cash reserves of $28.3 million (AUD 37 million) equivalent to $0.0406 (AUD 0.053) per Cue Energy share and zero debt. Cue Energy also has interests in the producing Maari field in New Zealand and the Oyong and Wortel fields in Indonesia as well as exploration prospects in Indonesia which provide exposure to an active drilling program in 2015
  • NZOG's offer follows the recent sharp drop in oil prices which has led to material reductions in the valuations of most oil and gas companies listed both on ASX and globally
  • NZOG has stated that its primary interest in Cue Energy is in Cue Energy's interests in the Maari and Manaia fields in New Zealand's Taranaki Basin. Should NZOG gain control of Cue Energy through this offer, NZOG may cause Cue Energy to change its priorities for growth and value creation from the Board's current strategy. The Board believes that such a change in strategy may not be in the best interests of all Cue Energy shareholders

The Board will provide more details regarding the reasons for recommending rejection of NZOG's offer in its Target's Statement which will be distributed to shareholders by Thursday Feb. 26. The Board has also commissioned Grant Samuel & Associates to prepare an Independent Expert's report for shareholders on the offer from NZOG.

The Board will keep shareholders informed of material developments. Allens has been appointed by Cue Energy as legal advisers and UBS AG, Australia Branch has been appointed as financial advisers.


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