DNO Raises Capricorn Energy Takeover Offer to $396m All-Cash Deal

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Summary · why it matters

Norwegian oil company DNO has agreed revised terms for its proposed takeover of UK-listed Capricorn Energy, raising its offer to $5.214 in cash per share and valuing the company at $396m, or £294m. Capricorn's directors intend to unanimously recommend that shareholders support the deal. The revised proposal replaces an earlier structure that offered $4.224 in cash per share plus a proposed special dividend of $0.99, with shareholders now receiving the full acquisition value directly in cash from DNO's Bidco subsidiary; the companies said the new arrangement provides greater certainty of value because it does not depend on Capricorn declaring and paying the proposed dividend before the transaction becomes effective, and Capricorn's board no longer expects to declare and pay a dividend equivalent to that amount. The revised cash consideration is equivalent to £3.88 per share, a premium of roughly 46% to Capricorn's closing share price of £2.66 on 10 March 2026, the day before the offer period began, and 61% above the company's three-month volume-weighted average price of £2.41. DNO's proposal increases the implied value of Capricorn by around $36m compared with the acquisition value under the earlier offer from Genel Energy on a constant-currency basis, an increase of $0.474 per Capricorn share and a premium of around 10% to the value of the Genel proposal; Capricorn had agreed to DNO's original proposal earlier this month, leading Genel to withdraw from the takeover process. Bidco plans to fund the cash consideration and associated fees from existing cash resources, and its financial adviser Lambert Energy has said sufficient funds are available to meet the revised offer. The scheme document is expected to be published by 29 September 2026, and the transaction, which remains subject to conditions, is expected to become effective during the fourth quarter of 2026 or the first quarter of 2027, with shareholders able to elect to receive the cash consideration in sterling subject to exchange rate movements and any applicable transaction costs.

Impact on stocks 3

Energy± Mixed · 3 stocks
Dno ASA
0MHP
▲ PositiveCapitalrelevance

DNO raised its all-cash takeover offer for Capricorn to $396m, funded from existing cash resources.

Capricorn Energy PLC
CNE
▲ PositiveCapitalrelevance

Capricorn's board will unanimously recommend DNO's raised $5.214/share all-cash offer, a ~46% premium to its pre-offer price.

Genel Energy Plc
GENL
▼ NegativeCompetitionrelevance

DNO's revised offer tops Genel's earlier proposal by ~10%, and Genel had already withdrawn from the takeover process.

Off-coverage companies 1

Lambert Energy Advisory LimitedPrivate± Mixed
relevance

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