AWE open to takeover

AWE has not closed the door on being taken over and is open to a decent offer China Reserve and Chemical Group – or anyone else – good enough to close out, CEO David Biggs has told Energy News.

AWE open to takeover David Biggs.

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The wording of AWE's notification of CERCG'S approach to the ASX - mandated because it was in the process of issuing $10 million in capital - sounded like it wasn't interested, saying the 71cps offer wasn't enough to give the Chinese a peek at its books for due diligence.
 
Argonaut co-founder Eddie Rigg, acting for CERCG, fanned the flames by telling Energy News that AWE effectively said in a meeting that "sometimes a deal just can't be done".
 
Yet Biggs was emphatic that the ASX note was not a "rejection" of CERCG's proposal, but that his company had a "heightened disclosure obligation" to make an announcement to the market as it was in the throes of an offer period for a share purchase plan, which does not close until December 14.
 
"Our initial reaction to the approach was that 71 cents a share, on face value and before the board had fully assessed the proposal, was not sufficiently attractive to grant due diligence," Briggs told Energy News. 
 
"But moreover, as a board we needed to properly assess the nature of the bidder and bona fides of the offer including its funding and likelihood of success."
 
He said AWE's advisers were actively engaged in that process when the Sydney-based oiler received CERCG's "unilateral" withdrawal on Monday evening.
 
"At no time had we stated the approach was rejected," he said. 
 
"If CERCG or any other party can place an offer before the board which appropriately reflects the value in our asset portfolio, then of course we would consider that with an open-mind. 
 
"We are not in the business of rejecting takeover approaches for its own sake. We are focused on maximising shareholder value."
 
While diplomacy has arguably not been the best, there is certainly frustration and disappointment in both camps, and shareholders sent their own clear message when AWE's shares plummeted by 7c from 70c to 63c when it revealed CERCG had withdrawn its indicative, non-binding proposal.
 
They were back up to 65.2c yesterday, which would appear to signal that shareholders don't believe the Chinese have gone away, but nor do they want AWE's board to sell at any price.
 
AWE would also argue that its shares initially soaring upon revelation of the CERCG's proposal showed shareholders supported the Waitsia operator's legally advised position to disclose the proposal, despite the Chinese not wanting it on the market until after the share purchase plan had wrapped up.
 
CERCG had hoped a deal could be wrapped up by then, potentially at an increased offer if they were given access to things like the reserve report and the simulation model, and a few other minor things like AWE's PRRT available balance.
 
And while it would appear that AWE was taking the same tactic as it did with previous approaches from Senex Energy and US-based Lone Star - revealing them with an initial negatively-framed comment in the hope they would go away - AWE would argue this was not the case.
 
Lone Star never had any approvals from its investment committee in the US to do a binding deal; while enex was disclosed because it started buying shares on market, so again AWE didn't have a choice but to disclose those approaches.
 
Similarly, AWE now maintains it never rejected the offer of CERCG, which says it wants to use its small-scale "virtual gas pipeline" for Western Australia's mines and remote communities, and help solve the east coast crisis by shipping LNG capsules around the country and "plug and play" the gas into the end user.
 
AWE was down nearly 2% this morning trading at 65.2c.

 

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