DNO revises Capricorn Energy offer to $396m all-cash deal

The Capricorn Energy takeover is in focus after Norwegian oil company DNO agreed revised terms that lift the per-share consideration to $5.214 in cash, valuing the UK-listed company at $396m, or £294m. The restructured bid strips out the previously proposed special dividend, concentrating the full acquisition value in cash from DNO's Bidco subsidiary. Capricorn's directors intend to unanimously recommend the deal to shareholders.

The prior structure carried $4.224 per share in cash alongside a proposed special dividend of $0.99. Under the new terms, Bidco delivers the full consideration directly, removing the dependency on Capricorn's ability to declare and pay the dividend before the transaction closes. Capricorn's board no longer expects to declare a dividend equivalent to that amount.

The numbers

The revised consideration converts to £3.88 per share at the exchange rate cited in the announcement, against Capricorn's closing price of £2.66 on 10 March 2026, the session before the offer period opened. That places the offer at a premium of roughly 46% to that close and 61% above the three-month volume-weighted average price of £2.41. Shareholders will have the option to elect sterling rather than dollars, subject to exchange rate movements and applicable transaction costs.

Measured against Genel Energy's earlier competing proposal, the revised DNO terms represent approximately 10% more per share, an increase of $0.474, and lift the implied company value by around $36m on a constant-currency basis. Capricorn had agreed to DNO's original proposal earlier this month, leading Genel to withdraw from the process. DNO and Genel are operating partners in Iraq's Kurdistan region; DNO had previously made an unsuccessful attempt to acquire Genel itself.

What to watch

The scheme document is expected by 29 September 2026, with the transaction conditional on further steps and expected to become effective in Q4 2026 or Q1 2027. Bidco plans to fund the cash consideration and associated fees from existing cash resources, and Lambert Energy, its financial adviser, confirmed sufficient funds are in place.

The consensus read will treat this as a clean finish: all-cash terms, unanimous board support, no surviving competing offer. The live variable is the sterling election, where exchange rate movements between signing and the effective date carry real weight for shareholders who take that route.

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