Roc Oil Company Pty Limited completed the acquisition of 89.9% stake in Tethys Oil AB (OM:TETY) from a group of shareholders for SEK 1.7 billion.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders and minimum tender. The board of Hainan Mining has approved the transaction. Based on the above, the independent bid committee of the board of directors of Tethys has unanimously decided to recommend shareholders of the Company to accept the Offer. The acceptance period will commence on October 28, 2024 and will expire on December 2, 2024. As of October 25, 2024, the formal offer document has been approved by the Swedish Securities Authority. This offer includes several conditions, such as obtaining at least 90% of the Target Company's shares, which presents a risk of failure if these conditions are not met. The final completion of the offer also requires necessary approvals from relevant government or regulatory agencies, with uncertainty regarding the approval timeline and final completion date. As of November 29, 2024, the Offeror has obtained relevant regulatory decisions as regards screening of foreign direct investments in Denmark and Sweden, and approvals from the Oman Ministry of Energy and Minerals pursuant to relevant regulatory concession agreements and joint operating agreements to which Tethys is a party. ROC now assesses that more time will be required to obtain the regulatory approval from authorities screening foreign direct investments in Lithuania. ROC has therefore decided to extend the acceptance period for the Offer on December 16, 2024. On December 13, 2024, Roc Oil Company Pty Limited has decided to waive the condition regarding regulatory approvals necessary for the completion of the Offer. regulatory approval regarding foreign direct investment screening in Lithuania is no longer considered necessary for the completion of the Offer. Consequently, the completion of the Offer is no longer conditional upon the Offeror obtaining any regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar. All other conditions for completion of the Offer, including that the Offer being accepted to such extent that the Offeror becomes the owner of shares in Tethys representing more than 90% of the total number of shares in Tethys, are still applicable. As of December 18, 2024, The Offer had, at the end of the acceptance period on 16 December 2024, been accepted by shareholders with a total of 29,036,017 shares in Tethys, corresponding to approximately 89.98% of the shares and votes in Tethys. the Offer was declared unconditional and ROC will complete the acquisition of all shares in Tethys that had been tendered in the Offer. Thereafter, ROC has acquired in total 7,000 shares in Tethys outside of the Offer, corresponding to approximately 0.0217 percent of the shares and votes in Tethys, at prices not exceeding the consideration per share in the Offer. As a result, ROC controls in total 29,043,017 shares in Tethys, corresponding to approximately 90.003% of the shares and votes in Tethys. ROC has decided to waive the condition for completion of the Offer concerning that the Offer being accepted to such extent that the Offeror becomes the owner of shares in Tethys representing more than 90 percent of the total number of shares in Tethys. Consequently, as all other conditions for completion of the Offer are satisfied or have been waived, the Offer is hereby declared unconditional, and the Offeror will thus complete the acquisition of all shares in Tethys that have been tendered in the Offer. The Offeror intends to commence a compulsory redemption of the remaining shares in Tethys under the Swedish Companies Act (2005:551). In connection therewith, the Offeror intends to promote a delisting of the shares in Tethys from Nasdaq Stockholm. The acceptance period for the Offer has been extended and expires at 17:00 CET on January 10, 2025.
Tethys Oil's independent bid committee has engaged Jefferies as financial adviser, Carl Westerberg and Oscar Anderson of Gernandt & Danielsson Advokatbyrå as legal adviser in relation to the Offer and Öhrlings PricewaterhouseCoopers AB provided fairness opinion. Subject to the foregoing conditions and limitations, it is PwC?s Opinion that the Offer as at this date, from a financial point of view, is fair to the owners of shares in Tethys. Roc Oil Company has engaged Pareto Securities AB and Pareto Securities AS as financial advisor and Mattias Friberg, Peter Forsberg and Jenny Lundberg of Hannes Snellman Attorneys Ltd and Pillsbury Winthrop Shaw Pittman LLP as legal advisors in connection with the Offer. Aktieinvest FK AB and Nordic Issuing AB are jointly acting as the delivery agents for this offer for Roc Oil Company Pty Limited.
Roc Oil Company Pty Limited completed the acquisition of 89.9% stake in Tethys Oil AB (publ) (OM:TETY) from a group of shareholders for SEK 1.7 billion on December 16, 2024. On 18 December 2024, ROC declared the Offer unconditional and announced that the Offer had been accepted to such extent that ROC will become the owner of 89.98 percent of the shares and votes in Tethys Oil, and including the additional shares acquired by ROC outside of the Offer approximately 90.003 percent of the shares and votes in Tethys Oil, upon settlement of the Offer. Settlement of the Offer took place on 23 December 2024. ROC has also informed the board of directors of Tethys Oil that ROC will initiate a compulsory redemption of the shares in Tethys Oil not held by ROC, and requested that the board of directors of Tethys Oil applies for delisting of the shares in Tethys Oil from Nasdaq Stockholm. As of December 27, 2024, Tethys Oil in accordance with ROC?s request, applied for delisting of the shares in Tethys Oil from Nasdaq Stockholm and Nasdaq Stockholm has approved the Company?s application. The last day of trading in the shares in Tethys Oil on Nasdaq Stockholm will be 10 January 2025.