Capricorn Energy's stock climbed steeply on Thursday, rising as much as 20% to an intraday peak of 353 pence - the highest quoted level for the company in ten years - after Genel Energy announced it would buy Capricorn in an all-cash transaction.
Under the terms of the agreement, Genel’s Bidco vehicle, Genel Energy No.9 Limited, will provide Capricorn shareholders an aggregate of $4.74 per share. That amount comprises a cash acquisition consideration of $3.75 per share plus a separate $0.99 special dividend, which is expected to be declared prior to completion of the deal.
The total consideration places the value of Capricorn’s issued and to-be-issued share capital at approximately $360 million, equivalent to roughly a3271 million. The sterling equivalent offer of 357 pence per share represents a 34% premium to Capricorn’s closing price of 266 pence on March 10, 2026 - the day before the offer period opened - and a 48% premium to the three-month volume-weighted average price of 241 pence through that date.
Capricorn, a Scottish public company long listed in Edinburgh, owns onshore development and production assets in Egypts Western Desert. Genel, an operator with production from the Tawke license in Iraqi Kurdistan, described the transaction as creating a larger, more diversified MENA-focused exploration and production group.
Genel said the combined entity would have pro-forma 2P reserves of 117 million barrels of oil equivalent and pro-forma production of 41,003 barrels of oil per day, with output split roughly evenly between Kurdistan and Egypt.
"Since my appointment three years ago, the team has delivered strongly against our strategic priorities - returning approximately US$600 million to shareholders, reducing costs, and maximising value from our Egyptian asset base through the recently signed merged concession, establishing a sustainable long-term business. However, Capricorn requires greater scale to materially improve trading liquidity. We believe the transaction with Genel crystallises the value created by Capricorn while providing shareholders with a clear and efficient exit," Capricorn chief executive Randy Neely said.
Genel chief executive Paul Weir described the deal as "a landmark transaction to acquire a leading oil and gas portfolio in Egypt" that "reshapes our companys growth trajectory."
The agreement is conditional on Capricorn shareholder approval and will be implemented by way of a scheme of arrangement under the Companies Act 2006. Genel and Bidco have also highlighted that they are seeking consent from the Egyptian General Petroleum Corporation, which is a condition specified by Genel and flagged to shareholders.
Bidco has secured irrevocable undertakings from shareholders representing about 39.3% of Capricorns issued share capital. Those undertakings include commitments from Palliser Capital (UK) Ltd, Newtyn Management, Kite Lake Capital Management and Madison Avenue Partners.
The scheme is anticipated to become effective in the second half of 2026, with a statutory long-stop date set for January 2, 2027.
This transaction combines two regional exploration and production portfolios under one owner and offers Capricorn shareholders an immediate cash exit at a material premium to recent trading levels. The deal also sets a clear timetable subject to shareholder and host-country approvals.