Capricorn Energy (CNE) takeover: Genel and DNO compete
Capricorn Energy's board now recommends the increased offer from Genel Energy, announced on 25 September 2026. On 16 October 2026 the company confirmed that the meetings for the rival DNO offer were adjourned indefinitely, after the board withdrew its recommendation of that offer.
CNE Capricorn Energy
As of 16 Oct 2026 ↗
Every step · 9
- 11 Mar 2026 approach – The Board has received multiple unsolicited non-binding proposals from Alamadiyaf al-Masiyyah for an all cash offer to acquire the entire issued and to be... ↗
- 2 Jul 2026 offer · 357p by Genel – Under the terms of the Acquisition, each Capricorn Shareholder shall be entitled to receive, in aggregate: US$4.74 in cash for each Capricorn Share held. ↗
- 11 Aug 2026 lapsed – Samos Energy confirms that it does not intend to make an offer to acquire Capricorn. ↗
- 18 Aug 2026 approved – Completion of the Acquisition remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in the Scheme Document,... ↗
- 1 Sep 2026 offer · 384p by DNO – Under the terms of the Acquisition, each Capricorn Shareholder shall be entitled to receive, in aggregate: US$5.214 in cash for each Capricorn Share held. ↗
- 17 Sep 2026 offer · 388p by DNO – The Revised All-Cash Offer provides Capricorn Shareholders with greater certainty of value as compared to the Original Offer. ↗
- 25 Sep 2026 offer · 434p by Genel Energy – The Increased Acquisition Value also provides Capricorn Shareholders with superior value to the offer initially announced by DNO Bidco AS on 1 September... ↗
- 16 Oct 2026 offer – the Capricorn Directors have withdrawn their recommendation of the DNO Offer and, accordingly, announced on 25 September 2026 that it was proposed that the... ↗
- 16 Oct 2026 offer – In light of the Capricorn Directors' recommendation of the Increased Genel Offer, the Capricorn Directors have withdrawn their recommendation of the DNO... ↗
What is happening
Two companies have made recommended cash offers for Capricorn at different times: Genel Energy and DNO. Both are structured as Scottish schemes of arrangement under Part 26 of the Companies Act 2006.
Genel's increased offer is US$5.74 per share. That is US$4.75 in cash plus a US$0.99 special dividend, which is intended and expected to be declared before the Effective Date. The company gives the sterling equivalent as 434p.
The board no longer recommends DNO's offer. That does not mean DNO withdrew it. The company says the DNO court and general meetings were adjourned indefinitely.
How it got here
The offer period began the day after 10 March 2026, the Undisturbed Date, when the share price closed at 266p. Genel's first recommended offer came on 2 July 2026, and shareholders approved that scheme on 18 August 2026 at the Court Meeting and General Meeting, with over 99% of the shares voted in favour.
DNO then announced a recommended cash offer on 1 September 2026 and revised it to all cash on 17 September 2026. Genel replied on 25 September with an increased offer agreed by the boards of Genel, Bidco and Capricorn, about 10% above the DNO offer value, or US$0.53 more per share.
The numbers
Genel's US$5.74 is equal to 434p at the announcement exchange rate. The company states this is a premium of approximately 63% to the 266p closing price on 10 March 2026. It values the fully diluted share capital at about US$436 million, or £330 million, assuming the special dividend is declared and paid in full.
DNO's revised offer is US$5.214 in cash per share, equal to 388p. The offers are in US dollars, so the sterling figures depend on the exchange rate.
What comes next
For the Genel acquisition, the Egyptian Merger Condition was satisfied on 7 September 2026, when the Egyptian Competition Authority approved it. The 25 September announcement names the Egyptian Condition as the only other outstanding condition, alongside court sanction of the scheme.
Capricorn or Genel's Bidco will announce key events in the scheme process, including when it becomes effective. The DNO meetings were adjourned indefinitely, and the company has not given new dates.
What to watch
Whether the Egyptian Condition is satisfied and the court sanctions the Genel scheme.
Whether the special dividend of US$0.99 is declared before the Effective Date, as intended and expected. If Capricorn pays any other dividend or distribution, Bidco reserves the right to reduce the cash price by that amount.
The sterling value of the offer, which moves with the exchange rate. Shareholders can use a facility to elect to be paid in sterling, and the amount received may be above or below the stated figure.
Questions
How much is Genel offering for Capricorn Energy?
Genel is offering US$5.74 per share: US$4.75 in cash plus a US$0.99 special dividend. The company gives the sterling equivalent as 434p.
Does Capricorn's board still recommend the DNO offer?
No. The board withdrew its recommendation of the DNO offer after recommending Genel's increased offer. The DNO court and general meetings were adjourned indefinitely.
What conditions remain for the Genel takeover?
The 25 September announcement names the Egyptian Condition as the only other outstanding condition, alongside court sanction of the scheme. The Egyptian Merger Condition was satisfied on 7 September 2026.
Sources
- 11 Mar 2026 Statement on possible offer for Capricorn Energy
- 2 Jul 2026 Recommended cash acquisition of Capricorn by Genel
- 11 Aug 2026 Statement of intention not to make an offer
- 18 Aug 2026 Results of Court Meeting and General Meeting
- 1 Sep 2026 Recommended Cash Acquisition of Capricorn by DNO
- 17 Sep 2026 Revised All-Cash Offer for Capricorn by DNO
- 25 Sep 2026 Increased Cash Offer for Capricorn by Genel Energy
- 16 Oct 2026 DNO Offer Court and General Meetings Adjourned
- 16 Oct 2026 DNO Offer Court and General Meetings Adjourned
From the company's own announcements; text written 24 Oct 2026. Not investment advice.
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