Nido's Directors Recommends Acceptance of Bangchak's Takeover Offer

Australia's Nido Petroleum Limited (Nido) announced Monday that the company and Thailand's BCP Energy International Pte. Ltd (BCPE) have executed a bid implementation deed (Implementation Deed) in relation to an off-market takeover offer (the Offer) for BCPE to acquire 100 percent of the shares in Nido not already held by BCPE. Nido shareholders will be offered $0.0512 (AUD 0.055) in cash per Nido share, representing a substantial premium to the Nido share price. The Offer is subject to a 90 percent minimum acceptance condition.

Nido Directors have unanimously recommended that Nido shareholders accept the all-cash Offer, in the absence of a Superior Proposal. Each Nido Director who has a Relevant Interest in Nido shares has advised Nido's Board that they intend to accept the Offer in respect of their Nido shares in the absence of a Superior Proposal.

The major shareholder of Nido, Petroleum International Investment Corporation, which owns 19.66 percent of Nido, has executed a conditional share sale agreement with BCPE to sell its entire holding to BCPE at the price of the Offer.

Implementation Deed

Under the Implementation Deed, if the Offer becomes unconditional, Nido shareholders will receive $0.05126 (AUD 0.055) per Nido share in cash. This represents a substantial premium over the recent trading price of Nido shares, i.e. a premium of:

  • 34 percent to the closing price of Nido shares of $0.038212 (AUD 0.041) on July 29
  • 45 percent to the 1 week volume-weighted average price of Nido shares of $0.035327 (AUD 0.0379)
  • 62 percent to the 1 month volume-weighted average price of Nido shares of $0.031688 (AUD 0.034); and
  • 60 percent to the 3 month volume-weighted average price of Nido shares of $0.031971 (AUD 0.0343)

The Offer is subject to a number of key conditions including:

  • 90 percent minimum acceptance
  • Foreign Investment Review Board approval
  • No prescribed occurrences and various other standard restrictions for offers of this nature on the conduct of Nido’s business during the Offer period; and
  • No material adverse change in respect of Nido during the Offer period

BCPE's Offer is fully funded and backed by its parent company, The Bangchak Petroleum Public Company Limited (Bangchak). BCPE’s Offer is not conditional on due diligence or subject to a funding condition.

Nido has agreed to certain industry standard exclusivity restrictions in the Implementation Deed which prohibit Nido from soliciting, inviting or initiating any competing proposals, with customary fiduciary carve-outs. If Nido receives a Superior Proposal, it must notify BCPE and give BCPE two business days to match the Superior Proposal. A complete copy of the Implementation Deed will be lodged separately on the ASX.


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