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UPDATE 3-KNOC clinches hostile takeover of Dana Petroleum

Published 09/24/2010, 05:25 AM
Updated 09/24/2010, 05:28 AM

* KNOC owns or has acceptances from 64 percent of share capital

* Offer declared wholly unconditional

* Extends offer, will remain open until further notice

* Deal is first hostile acquisition by state-run company

* Dana shares up 0.2 percent

(Adds source comment, background, details and updates share price)

By Sarah Young and Yeojung Chang

LONDON/SEOUL Sept 24 (Reuters) - Korea National Oil Corp. said it had taken control of Britain's Dana Petroleum, paving the way for the biggest hostile acquisition by a South Korean firm, and boosting the country's oil reserves.

State-run KNOC, which has a substantial war chest to spend on cutting Asia's No.4 economy's almost total dependence on imported oil, said on Friday its $2.6 billion takeover bid of Dana had been declared wholly unconditional after it waived an earlier clause.

The takeover deal, which is worth $2.9 billion including Dana's convertible bondholders, will be welcomed by European dealmakers, coming after M&A volumes in Europe fell 15 percent in the third quarter from the previous four months.

South Korea, the world's No.5 oil and No.2 liquefied natural gas (LNG) importer, plans record spending of more than $12 billion in overseas energy and resources deals this year, with KNOC alone being given $6.5 billion to spend.

WHOLLY UNCONDITIONAL

KNOC said it had control of 64 percent of Dana after it bought a 29.5 percent stake last week and received acceptances from 34.8 percent of shareholders before Thursday's deadline to accept the offer.

The offer, declared wholly unconditional after KNOC waived an original clause requiring it to have 90 percent acceptances from shareholders, would now be extended, said KNOC, and remain open until further notice.

KNOC needs acceptances from 75 percent of shareholders before it can delist Dana from the London Stock Exchange and 90 percent before it can begin a squeeze-out process.

Analysts widely expected the bid to succeed as KNOC, which in August said it had non-binding letters of intent to accept its bid from around 49 percent of shareholders, has refused to budge on price and no new bidder has emerged.

KNOC sought to acquire Dana, which has 36 oil and gas fields in Egypt and the North Sea, for 1,800 pence per share. Shares in Dana traded up 0.2 percent to 1,796 pence at 0914 GMT on Friday.

MORE HOSTILE BIDS

KNOC's takeover of Dana, which became hostile in August, is the first time an Asian state-owned company has ever proceeded with an unsolicited bid according to Thomson Reuters data, but is not likely to be the last.

"I think there are more of these Asian hostile offers to come," a source close to the matter told Reuters.

"If you're an Asian corporate and you see this, you realise, you don't have to cross the chief executive or management hurdle anymore. You just need to cross the shareholder hurdle."

Dana's institutional shareholders including Schroders and Blackrock urged the company to engage in talks, said news reports when the bid was made.

The acquisition of Dana, KNOC's largest since buying Canadian group Harvest Energy for $1.7 billion last October will also help KNOC address perceptions of being a timid buyer, created after its failure to conclude deals in recent years.

The company has lost a number of deals in recent years. China's largest oil refiner, Sinopec, outbid KNOC for London-listed Addax Petroleum in 2009. Italian group ENI trumped KNOC to snap up British-based Burren Energy in 2007.

(If you have a query or comment on this story, send an email to newsfeedback.asia@thomsonreuters.com) (Additional reporting by Ju-min Park and Michael Flaherty; Editing by Brett Cole, Anshuman Daga and Hans Peters)

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