Australian offshore explorer FAR has received an all-cash takeover offer from a Sydney-based boutique investment management company Samuel Terry Asset Management.
The offer is to acquire all the issued fully paid ordinary shares in FAR for A$0.45 cash per share, said Samuel Terry Asset Management, which currently has a 4.9% interest in FAR.
In making the offer, the bidder is seeking to increase its interest in FAR to at least 50.1%.
The offer price of A$0.45 per share is based on the closing price of FAR shares on the Australian bourse at the close of trading on 28 January 2022, and represents a 23.3% premium to the last closing price on 28 January 2022.
"The offer provides investors with an opportunity to divest as much of their shareholding in FAR as deemed appropriate, in an orderly manner and without the need to pay brokerage fees, and with the opportunity to receive certain value," said the offeror.
The offer is expected to open on 14 February 2022 and close at 7.00pm (Sydney time) on 14 March 2022.
In response, FAR said the proposed offer was not yet open and would not close until mid-March at the earliest, so accordingly there was no need for shareholders to take any action at this time.
"FAR will consider the offer and will advise shareholders of its recommendation in due course. The takeover bid recognises that FAR’s shares are undervalued having regard to cash backing and the potential of FAR receiving a US$55m contingent payment from the sale of its interest in the RSSD project, as well as its existing oil and gas interests," said FAR.
The RSSD project is e Rufisque, Sangomar and Sandomar Dee fields offshore Senegal in which FAR is no longer involved following the sale of its interest to Woodside.
The offer is conditional, including on obtaining a minimum of 50.1% acceptance level, so there there is no certainty the intended takeover bid will complete.
FAR, which has offshore acreage in The Gambia, Guinea-Bissau and Australia, has appointed Baker McKenzie as legal advisors in relation to the bid.