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Genel Agrees to Buy Capricorn in $360 Million Cash Deal

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Genel Energy agreed to acquire Capricorn in a recommended all-cash deal valued at about $360 million, offering shareholders $4.74 per share, the companies said Thursday.

Genel will complete the acquisition through its wholly owned subsidiary Bidco, which will acquire Capricorn's entire issued and to be issued share capital under a Scottish scheme of arrangement, the companies said.

The $4.74 per-share consideration includes a $3.75 cash acquisition price and a $0.99 special dividend that the companies intend to declare before the transaction becomes effective.

Based on the announced exchange rate, the offer equals 357 British pence per share.

The proposal represents a 34% premium to Capricorn's March 10 closing price of 266 British pence and a 48% premium to its three-month volume-weighted average price of 241 British pence.

The offer values Capricorn's fully diluted share capital at about $360 million, equivalent to 271 million British pounds using the announcement exchange rate, the companies said.

Genel denominated the acquisition price in US dollars because Capricorn primarily conducts business in US dollars, the companies said.

Capricorn shareholders may elect to receive the $3.75 cash consideration in Sterling through a foreign exchange facility.

The exchange rate will be fixed shortly before payment, while transaction costs and taxes may reduce the final amount, the companies said.

Genel is pursuing acquisitions to diversify cash flow and expand its portfolio with producing assets, saying the strategy will strengthen the business and support long-term shareholder value.

The company's production comes from a 25% non-operated interest in the Tawke production sharing contract in Iraq's Kurdistan region.

The asset produced an average of 17,520 barrels of oil per day in full-year 2025, exited December at 20,000 b/d and carried operating costs of about $4 per barrel, the company said.

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