Tullow Oil plc (LSE:TLW) entered into a scheme of agreement to acquire Capricorn Energy PLC (LSE:CNE) from Palliser Capital (UK) Ltd, Simon Thomson, James Smith, Peter Kallos and other shareholders for approximately £720 million on June 1, 2022. Under the terms of the Combination, each Capricorn Shareholder will be entitled to receive for each Capricorn Share 3.8068 New Tullow Shares. On completion of the Combination, Capricorn Shareholders will hold approximately 47 per cent of the Combined Group and Tullow Shareholders will hold approximately 53 per cent. A name change is intended upon completion. The new name will not include the words "Tullow" or "Capricorn". As of August 9, 2022, Palliser Capital (UK) Ltd sent a letter to the Board to communicate its concerns surrounding its proposed merger and want to withdraw proposal.

Phuthuma Nhleko, currently Chair of Tullow, will become Chair of the Board, Nicoletta Giadrossi, currently Chair of Capricorn, will become Senior Independent Director, Rahul Dhir, Chief Executive Officer of Tullow, will become Chief Executive Officer and James Smith, Chief Financial Officer of Capricorn, will become Chief Financial Officer of the Combined Group. Simon Thomson will step down as CEO on Completion and will become Chair of the Integration Steering Committee to help with the integration of the two companies. Following completion of the Combination, the headquarters of the Combined Group will be at Tullow's existing offices in London and it is intended that the Combined Group will also retain premises in Edinburgh. The Board of the Combined Group will include a further 5 Non-executive Directors drawn from both companies, with 2 to be current Tullow Non-executive Directors and 3 to be current Capricorn Non-executive Directors. The transaction is subject to antitrust or Regulatory clearances, third party clearances, shareholders of Capricorn and Tullow, court approval and listing approval of new shares. The transaction is unanimously approved by the boards of Capricorn and Tullow. The transaction is expected to complete by year end 2022.

Ben Monaghan, Basil Geoghegan and Jonathan Hall of PJT Partners (UK) Limited and Grant Porter, Robert Mayhew and Tom Macdonald of Barclays PLC (LSE:BARC) acted as financial advisor to Tullow. Andrew Foster, Anthony Zammit and Matthew Ball of Morgan Stanley & Co. International plc and James McEwen and Murray Yuill of N M Rothschild & Sons Limited acted as a financial adviser to Capricorn. Stephen Wilkinson, Greg Mulley, Steven Dalton, Nina Bowyer, Tim Briggs, Paul Ellerman, Christine Young, Kristen Roberts and Gabrielle Wong of Herbert Smith Freehills LLP is acting as legal adviser to Tullow in connection with the Combination. Paul Dickson, Alex Dustan, Hywel Davies, Bertrand Louveaux, Alexander Chadd, Padraig Cronin, Phil Linnard, Ian Brown, Caroline Phillips, Oliver Moir, Samantha Brady and Dominic Robertson of Slaughter and May and Shepherd and Wedderburn LLP are acting as legal advisers to Capricorn in connection with the Combination. KPMG LLP (United Kingdom) is acting as an accountant to Tullow Oil. Morgan Stanley & Co. International plc is acting as a fairness provider to Capricorn.

Tullow Oil plc (LSE:TLW) cancelled the acquisition of Capricorn Energy PLC (LSE:CNE) from Palliser Capital (UK) Ltd, Simon Thomson, James Smith, Peter Kallos and other shareholders on September 29, 2022