Statement re Possible Offer
Kosmos Energy in very preliminary discussions regarding possible all-share offer for Tullow Oil.
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THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
Statement regarding a possible all-share offer for
Tullow Oil plc by Kosmos Energy Ltd.
Kosmos Energy Ltd. ("Kosmos" or the "Company") (NYSE: KOS) notes today's announcement by Tullow Oil plc ("Tullow") (LSE: TLW) regarding a potential transaction involving Tullow and Kosmos and confirms that it is in very preliminary discussions with Tullow regarding a possible all-share offer by Kosmos for Tullow.
There can be no certainty that any offer will be made, nor as to the terms on which any offer might be made. Pursuant to Rule 2.5 of the Code, Kosmos reserves the right to vary the form and/or mix of the offer consideration and vary the transaction structure. A further announcement will be made as and when appropriate.
As stated in today's announcement by Tullow, in accordance with Rule 2.6(a) of the Code, Kosmos is required, by not later than 5.00 p.m. on 9 January 2025, to either announce a firm intention to make an offer for Tullow in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
RULE 2.4 INFORMATION
In accordance with Rule 2.4(c)(iii) of the Code, Kosmos confirms that it is not aware of any dealings in Tullow shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable for Kosmos to make enquiries of all persons presumed to be acting in concert with it prior to this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii). To the extent that any such details are identified following such enquiries, Kosmos will make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.
RULE 2.9 INFORMATION
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