Mitsui set to make AWE takeover offer unconditional

Japan’s Mitsui is set to declare its offer for the acquisition of Australian oil and gas producer AWE unconditional if its interest in AWE shares exceeds 50.1% by March 14, 2018.

To remind, AWE received a takeover offer from Mitsui of A$0.95 per share, valuing AWE at $602 million.

The offer is subject to a 50.1% minimum acceptance condition, and a limited number of other conditions, and is not subject to any regulatory approvals or financing conditions. Mitsui currently has an interest in 3.01% of AWE’s shares.

Mitsui said on Wednesday that it intended to declare the offer unconditional if the company acquires an interest in AWE shares of at least 50.1%, on or before March 14.

Following the withdrawal of the CERCG takeover offer, Mitsui’s offer is currently the only offer available to AWE shareholders for their shares.

“By March 14, the offer will be open for acceptance for over a month, providing ample time for AWE shareholders to assess the merits of the offer and for any other party to make a competing offer. No competing offer has been announced to date,” the company said.

The AWE board has already recommended that AWE shareholders should accept the offer, in the absence of a superior offer. An independent expert, appointed by AWE, also concluded that the offer is fair and reasonable to AWE shareholders.

Accelerated payment terms

If Mitsui declares the offer as unconditional, Mitsui intends to provide accelerated payment terms that AWE shareholders will be paid within seven business days after Mitsui receives a valid acceptance of the offer, or within seven business days after the offer is declared unconditional for those shareholders whose valid acceptance has been received by Mitsui prior to the offer being declared unconditional.

Mitsui added that it encouraged all shareholders to accept the offer today but recognized that some investors in AWE might be unable or unwilling to accept the offer until it becomes unconditional.

In turn, the company established an institutional acceptance facility to provide eligible shareholders to register support for the offer and their intention to accept the offer before it becomes unconditional.