Anzon Makes Offer to Acquire Nexus Energy

Anzon Australia Limited announced its intention today to make an Offer by means of an off-market takeover bid for all the ordinary shares in Nexus Energy Limited.

Anzon will offer Nexus shareholders one (1) Anzon Share for every two (2) Nexus Shares under the scrip-for-scrip Offer. The Offer equates to a value of approximately $0.645 per Nexus share, based on the closing price of Anzon shares on 17 March 2006 of $1.29.

Anzon's Offer will provide substantial value to Nexus shareholders, with the Offer representing:

  • a 37.2% premium to $0.47, the price at which Nexus most recently issued shares;
  • a 22.1% premium to $0.53, the volume weighted average Nexus share price over the last month;
  • a 12.2% premium to Nexus's closing price on 17 March 2006.

The combination of Anzon and Nexus will create the sixth largest Australian Stock Exchange listed upstream oil and gas company with a market capitalization of over $600 million. Importantly for Nexus shareholders the enlarged entity will have immediate production revenues and profits.

Anzon Executive Chairman, Steven Koroknay, said "the combination of Anzon with Nexus would consolidate Anzon's position as one of the best performing oil and gas companies listed on the ASX since its initial public offering in December 2004."

"The combination of Anzon and Nexus will create a financially strong entity with an excellent asset portfolio in terms of Anzon's reserves and Anzon's and Nexus's longer term exploration and possible development earnings potential."

In addition, Mr Koroknay said "Anzon has for some time viewed Nexus's offshore asset portfolio as a logical fit with its own offshore operations. The Combined Entity will not only benefit from operational synergies in the Gippsland Basin area, it will also benefit from financial synergies as Nexus's large cash requirements for its evaluation and appraisal program can be satisfied by Anzon's strong cash flow generation projects."

"I believe Anzon's experienced management team can also add significant value for Nexus's shareholders if they accept and become shareholders in a profitable company with demonstrated project delivery performance" Mr. Koroknay added.

Anzon shareholders and Nexus shareholders will be joint owners of Anzon if the Offer is successful. Consequently, all of the above benefits and synergies for Nexus shareholders will also accrue to existing Anzon shareholders. In addition, the increased market capitalization and market liquidity expected from the combination of Anzon and Nexus will make the Combined Entity a candidate for inclusion in the S&P/ASX200 index.

The Anzon Offer is subject to a minimum acceptance condition of at least 90% and the other conditions documented in Annexure A.

Anzon expects to lodge its Bidder's Statement with ASIC on or about March 31, 2006, which will include further information in relation to the Offer.

Investec Wentworth is acting as financial adviser and Deacons as legal adviser to Anzon in relation to the Offer.


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