Release: Medco Energi makes takeover bid for Novus Petroleum Ltd

Monday, December 22 2003 - 03:27 AM WIB

The following release was issued by PT Medco Energi Internasional Tbk on December 22, 2003, published by Novus Petroleum through the Australian Stock Exchange:

MEDCO ENERGI MAKES TAKEOVER BID FOR NOVUS PETROLEUM LTD

Monday 22 December, 2003 -- PT Medco Energi Internasional Tbk (?Medco Energi?) today announced that it intends, through a wholly owned Australian subsidiary, to make an off-market takeover bid for all the issued ordinary shares in Novus Petroleum Limited (?Novus?), for A$1.74 cash per share. This offer values the equity in Novus at A$326 million on a fully diluted basis.

Medco Energi?s offer will provide substantial value to Novus shareholders, with the cash offer price representing:
? a 35% premium to Novus? closing share price of MI 29 on Friday, 19 December 2003;
? a 36% premium to the volume weighted average Novus share price over the last month; and;
? a 41% premium to the volume weighted average Novus share price over the past 12 months.

In addition to the premium, Medco Energi believes that its offer should also be attractive to Novus shareholders given that:
? The offer price is in cash and provides certainty for Novus shareholders.
? Medco Energi?s Offer is being made at a time of historically high oil prices with oil currently trading above OPEC?s price band. Our offer reflects these peak cycle conditions.
? Although it is not possible to predict oil prices going forward, there is of course a risk that oil prices will fall from the current high levels.
? Prior to the announcement of Medco Energi?s offer, Novus? share price was trading at a 14% discount to its listing price of A$1.50 in 1995. Since listing in 1995, a total of only 10.6c per share has been distributed to Novus shareholders. No distributions have been made since 1999.
? The Novus share price has underperformed both the S&P /ASX 200 Energy Accumulation Index and the All Ordinaries Accumulation Index by 41 % and 33% respectively over the last three years.

Medco Energi is Indonesia?s largest listed oil and gas company, with a market capitalisation of approximately US$51 C million and operations in South East Asia, the Middle East and North America.

It was founded over 20 years ago and has been listed on the Jakarta Stock Exchange since 1994.

Medco Energi is continuing to pursue its strategy of building world class oil and gas exploration and production operations through both organic growth and appropriate acquisitions.

Medco Energi considers that Novus has an attractive mix of assets, which are complementary to those of Medco Energi. These assets, which are predominantly based in Indonesia, Australia, Oman and the US, provide a platform for future growth, particularly in Indonesia but also internationally. Medco Energi also views the skills and expertise of Novus employees as a key asset.

Medco Energi?s intention, at least in the near term, is to broadly maintain Novus? asset portfolio and existing employees including senior management. Should the offer be successful, Medco Energi would undertake a thorough review of the company and its operations.

Hilrni Panigoro, Chief Executive Officer of Medco Energi, said: ?The Novus assets are attractive to us as they expand our interest in Indonesia and give us the potential for geographic diversification of our asset base. We believe we have reflected this in our offer price, which represents a significant premium to the prevailing share price prior to the announcement being made.?

Medco Energi has significant cash reserves, which will enable it to fully fund the acquisition.

Medco Energi?s offer is subject to a number of conditions, which are set out in full in Annexure A. Those conditions include:
? Medco Energi acquiring at least 90% of the Novus shares on issue;
? all regulatory approvals, including Australian foreign investment approval, being obtained;
? no material adverse change occurring in relation to Novus;
? no material acquisitions or disposals being made by Novus;
? the Novus Board providing confirmations in relation to change of control rights applying to its assets, and in relation to break fees on its US debt; and
? if Novus allows another party to conduct due diligence, equivalent information being provided to Medco Energi.

In addition, under Indonesian law, Medco Energi?s offer is conditional upon the approval of more than 50% of its shareholders. Its major shareholder, New Links, owns 85.5% of Medco Energi?s stock. New Links is owned by three shareholders who are each represented on the Medco Energi Board of Commissioners.

Full details of the offer will be set out in the Bidder?s Statement which is expected to be dispatched to Novus? shareholders in January. (End of release)

For further information contact:
Media;
Gavin Anderson & Company; Tel: +61 396546555
Felicity Allen, Mob: 0413 945 701
Kelly Hibbins, Mob: 0414609192

Investors;
UBS; Tel: +61392426100
Campbell Stewart
Alex MacLachlan

Medco Energi Shareholder information Line
Tel: 1800 65 65 68 (toll free within Australia)
Tel: +51 2 9207 3621 (Outside Australia)

Share this story

Tags:

Related News & Products