Bloomberg News

Ophir Energy to Acquire Dominion Petroleum for $186 Million

October 13, 2011

(Updates shares in fifth paragraph.)

Oct. 13 (Bloomberg) -- Ophir Energy Plc, a U.K.-listed oil explorer focused on Africa, agreed to buy Dominion Petroleum Ltd. for 118 million pounds ($186 million) in stock to expand in Kenya and Tanzania.

The offer of 0.0244 new Ophir shares for each Dominion share represents a premium of 64.2 percent to the target’s closing share price yesterday, London-based Ophir said today in a statement.

Dominion had dropped 40 percent this year in London trading as of yesterday after the company tried to sell new shares to raise money for drilling. Energy companies with strong balance sheets are taking advantage of falling share prices to snap up cash-hungry explorers. Last week, Premier Oil Plc bought North Sea explorer EnCore Oil Plc for $340 million.

“Dominion failed to refinance early in the summer,” Ophir’s Managing Director Nick Cooper said in a phone interview. “That put them under pressure and there’s a fair amount of opportunism in the transaction.”

Dominion rose 51 percent to 5.45 pence in London. Ophir dropped 2.7 percent to 235.7 pence.

The offer reflects the “upside potential” seen in East Africa as well as the gap in valuations between the stock market and the industry, according to Richard Griffith, a London-based analyst at Evolution Securities Ltd.

Tanzania, Kenya

Ophir is mainly interested in Dominion’s Block 7 in Tanzania and its license in Kenya, Cooper said. The company’s Ugandan assets “are not something that we would focus on,” he said.

Ophir plans to drill nine to 11 wells from December through next year. The company will invest about $300 million exploring fields in Gabon, Equatorial Guinea and Tanzania, excluding the amount that it will be required to spend on the Dominion assets.

“The offer provides greater certainty of value to our shareholders than remaining independent against the background of challenging market conditions, the funding needs faced by Dominion and the inherent risks associated with frontier oil and gas exploration,” Dominion Chairman Roger Cagle said in the statement.

Ophir will sell new shares to buy Dominion’s equity and its convertible bonds, Cooper said.

Bank of America Corp. and RBC Capital Markets advised Dominion directors, who recommended shareholders accept the offer. Ophir was advised by JP Morgan Cazenove Ltd.

--Editor: Stephen Cunningham

To contact the reporter on this story: Brian Swint in London at bswint@bloomberg.net Eduard Gismatullin in London at egismatullin@bloomberg.net

To contact the editor responsible for this story: Will Kennedy at wkennedy3@bloomberg.net


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