Each one in plain English, with the numbers worked through for a shareholder.
20 Apr 2009business combination● Neutral
3D Oil's board answers Drillsearch's 9 April letter, saying acceptances are below 1% after three months and the share price has traded above the implied offer price. It calls the extension desperate and says Drillsearch's storage-vessel plan was already rejected by 3D Oil as uneconomic.
Drillsearch outlines how it would develop West Seahorse: a leased mobile production unit with 1-2 subsea wells and a storage vessel, or an onshore terminal. It says the offer extension lets escrowed holders accept after 21 May. Bidder's proposal only.
Drillsearch extends its offer to 7pm Sydney time on 26 May 2009. It says no offer conditions have yet been freed or fulfilled, and moves the status notice date to 18 May. The extension runs past the 21 May escrow expiry.
Drillsearch writes to 3D Oil shareholders arguing 3D Oil is a single-asset company with falling reserves. It says 2P reserves are down 9% since April 2007 despite about $48m of spending, and that escrow release on 21 May could add selling pressure. A bidder's argument.
Drillsearch rebuts 3D Oil's Target's Statement, attacking its share price record and spending. It says net cash is about $7.3m (3.5c a share), not $14.5m, and urges 3D Oil to seek escrow release. These are the bidder's claims, not established facts.
3D Oil issues its Target's Statement, with directors unanimously recommending shareholders reject Drillsearch's offer. It argues the offer undervalues the company, giving 33% of the merged group for 67% of combined 2P reserves, and is 24% below 3D Oil's recent average share price. Resolves the pending Target's Statement.
Drillsearch lodges a first supplementary Bidder's Statement giving more detail on its own 2P reserves and the production forecast behind its claim of output out to 2026. It adds disclosure only; the offer terms are unchanged.
3D Oil says holders of escrowed shares cannot accept Drillsearch's offer without breaching escrow, which runs to 22 May 2009. It says Drillsearch promised a supplementary statement on this but has not issued one. Board still recommends rejecting.
Drillsearch confirms it finished sending its 6 March Bidder's Statement to 3D Oil holders on 25 March, with offers dated that day at 4 Drillsearch shares per 3D Oil share. The formal offer period now begins. Procedural notice.
3D Oil's chairman and MD write to shareholders urging them to reject Drillsearch's all-scrip offer. They say 3D Oil supplies 67% of combined 2P reserves for 33% ownership, and Drillsearch's share price is down over 37% since 9 January. Repeats the board's known position.
West Seahorse 2P reserves plus best-estimate contingent resource rise to 8.7 MMstb from 7.86 MMstb in August 2008. 1P reserves rise 32% to 4.1 MMstb. This used independent consultants, and 3D Oil is considering seeking a joint venture partner for development.
Drillsearch formally lodges its Bidder's Statement: 4 Drillsearch shares per 3D Oil share, for all 3D Oil shares. This turns the intended bid into a formal offer, which 3D Oil's board has said it intends to reject.
3D Oil's board formally recommends shareholders reject Drillsearch's all-scrip offer, calling it opportunistic. It says Drillsearch's share price fell over 30% since the interest was announced. A full Target's Statement is expected in late March.
Half-year report to 31 December 2008. It repeats the MOPU-based West Seahorse development concept (5-year lease proposal) and says a reserves update is due shortly. Two new Vic/P57 leads (Lucifer, Kangafish) are noted. Financial figures not shown in the text provided.
Drillsearch's media release on its bid: 4 shares per 3D Oil share, a 47% premium to the 7.9c price on 9 January, valuing 3D Oil at about $24m. It holds 19.9% via pre-bid agreements, and the offer needs 50.1% acceptance. Promotional, from the bidder.
Drillsearch confirms it will proceed with its offer and intends to lodge its bidder's statement no later than 6 March 2009. This follows 3D Oil's claim that the earlier deadline was missed.
3D Oil says Drillsearch missed the deadline to lodge its Bidder's Statement, due 2 March, and that it would not have consented to an extension. Dispatch must occur by 16 March. This is 3D Oil's own account of the bid's progress.
December quarter report: WorleyParsons pre-FEED finished, and a leased production unit with an export pipeline to shore is seen as the best West Seahorse option other than a third-party tie-in. Reserves revision is pending. The Drillsearch bid is reiterated as insufficient.
23 Jan 2009director officer appointment● NeutralMajor
Chairman Peter Willcox steps down, citing the takeover workload and other commitments. Director Campbell Horsfall becomes chairman and company secretary Melanie Leydin joins the board. Gresham Advisory (financial) and Baker & McKenzie (legal) are hired to handle the Drillsearch bid.
3D Oil's board says its present intention is to reject Drillsearch's intended all-scrip offer, as it does not reflect the company's value. MD Noel Newell, holding 18%, does not intend to accept. Shareholders need take no action.
Drillsearch announces its intention to make an off-market takeover for 3D Oil at 4 Drillsearch shares per 3D Oil share, with a 50.1% minimum acceptance condition. It already holds a relevant interest in 19.9%. This turns the earlier pre-bid agreements into a firm intended bid.
3D Oil responds to Drillsearch's deal with holders of 19.9% of its shares, under which they would accept a bid of at least 4 Drillsearch shares per share. No offer exists yet and no action is needed. Cash is about $12m (6c a share).
Administrative notice: 695,000 unlisted options expiring 31 January 2011 were cancelled at the holder's request (First State fund). No cash or asset effect stated.
AGM presentation recaps known facts: West Seahorse 7.86 MMstb, 16 T41-P leads, two new Vic/P57 leads. Adds cash of $12m at 31 October 2008 and market cap of $14.5m. Strategy is to seek partners and delay non-critical exploration spend.
September quarter report: WorleyParsons is commissioned for a further pre-FEED study of West Seahorse options, including a converted jack-up production unit, due late November. Two new Vic/P57 leads and 16 T41-P leads are identified; unsolicited farm-in interest has been received.
Annual report 2008 re-release of the annual financial report, with the same MD letter: West Seahorse is marginal but commercial, 7.86 MMstb, and 23 leads and prospects across both permits. No new substance.
Annual report to 30 June 2008. The MD calls West Seahorse marginal but commercial, says cash covers at least two years, and now thinks an alternative to the stand-alone onshore-plant concept may give higher returns. Auditor is now Grant Thornton.
West Seahorse is now put at 7.86 MMstb of 2P reserves plus best-estimate contingent resource, down from the earlier 10.3 MMstb. It splits 4.63 MMstb 2P reserves and 3.23 MMstb contingent. This is an in-house estimate; independent certification is planned.
June quarter report: West Seahorse-3 suspended as a producer, Wardie-1 found oil in poor reservoir, and 2,200km of T41-P seismic is acquired, with processing due in August. Development options, including a tie-back, are being explored. Financial figures not shown in the text.