Caracal will pay 1.23 shares for each share of Calgary-based TransGlobe, the companies said in a joint statement late yesterday. The agreement values TransGlobe stock at C$9.32, an 11 percent premium to its closing price on March 14. TransGlobe has 74.7 million shares outstanding, according to its statement.
“Through the combination of complementary asset bases, we will create a solid regional platform for compounding reserves and production growth,” Caracal Chief Executive Officer Gary Guidry said in the statement.
The transaction will create one of the largest independent Africa-focused oil producers, with current combined oil production of 25,100 barrels a day and a target average of 31,000 to 34,000 this year, the companies said. The combination also provides increased country diversification, said TransGlobe CEO Ross Clarkson.
TransGlobe, which also has assets in Yemen, got about 98 percent of its revenue from Egypt in the third quarter of last year, according to data compiled by Bloomberg.
While the companies described the transaction as a merger, Guidry will remain CEO of the newly-formed Caracal, which will seek a listing on the Toronto Stock Exchange. Currently, Caracal is listed on the London Stock Exchange and TransGlobe is listed on the Toronto Stock Exchange and Nasdaq.
Caracal, previously called Griffiths Energy International Inc., changed its name and completed an initial public offering in London last year. The company was formed in 2009 by Brad Griffiths, an investment banker who died in a boating accident in July 2011.
The transaction will require regulatory and shareholder approval. Both companies hold meetings in June, and the transaction may close shortly thereafter, the companies said.
Caracal’s financial adviser on the transaction is RBC Capital Markets, First Energy Capital Corp. is acting as a strategic adviser and Stikeman Elliott LLP is the legal adviser. TransGlobe’s financial adviser is Scotiabank and Blake Cassels & Graydon LLP is its legal adviser.
(The companies scheduled a conference call on March 17 at 9 a.m. New York time to discuss the transaction. The call can be accessed at 1-416-340-8530 or toll free at 1-800-766-6630. A webcast will be available at http://www.gowebcasting.com/5234)
To contact the reporter on this story: Liezel Hill in Toronto at email@example.com