Capricorn Energy, founded by former Scotland rugby international Sir Bill Gammell as Cairn Energy, will this week face further opposition to its planned takeover by Israel firm NewMed Energy.
Shareholder Legal & General Investment Management will confirm that it intends to vote against the deal which has drawn opposition from other investors.
The board of Edinburgh-based Capricorn has agreed to a vote on the £3 billion deal at 9am on 1 February followed by a general meeting at 2pm to vote on a call by Palliser Capital Master Fund to eject most of the board.
LGIM, a 3.8% stakeholder, is expected to support Palliser’s demand the departure of seven of the nine-strong board, including chairman Nicoletta Giadrossi and chief executive Simon Thomson. The resolution calls for them to be replaced with six nominees.
LGIM said it has expressing its concerns over governance, strategy, executive pay and environment risks, but the Capricorn board has suggested it sells its shares if it does not support the board’s decision-making.
Meanwhile, NewMed today said it was pushing ahead on the deal.
“NewMed Energy is continuing work to advance the merger and to obtain all needed approvals in Israel and England,” it said, adding that it aims to get its own shareholders to approve the deal, without any changes, this quarter.
The Capricorn-NewMed deal would create an Israel-Egypt-focused gas producer including NewMed’s stake in Israel’s giant Leviathan offshore field at a time when Europe is looking for new energy supplies to replace supplies from Russia.
“It’s clear to us that the global energy market is waiting for the expansion of Leviathan, and we are continuously advancing moves that will help us expand production and liquefy quantities of gas to be added to the system,” said NewMed CEO Yossi Abu.
The proposed deal values Capricorn at $338 million and there is a $620m special dividend.
When the planned all-share deal was announced in September, NewMed offered 271p per share to Capricorn shareholders. Capricorn shares closed on Friday at 242.4p.
Capricorn insists the NewMed combination offers “definitively superior value” and declared that Palliser’s alternative plan would destroy value in the company,
Earlier this month New York based Irenic Capital Management, which owns a 1.9% stake in Capricorn Energy, accused the board of flawed analysis of the deal.