We are advising NewMed on the transaction

Davis Polk is advising NewMed Energy Limited Partnership on its proposed combination with Capricorn Energy PLC, which, if completed, will create one of the largest upstream energy independents listed in London.

The combination constitutes a reverse takeover of NewMed by Capricorn for the purposes of the UK Listing Rules. It will result in NewMed’s equity holders and Capricorn shareholders holding approximately 89.7% and 10.3%, respectively, of the combined company and will be implemented via an Israeli scheme of arrangement. In addition, Capricorn shareholders will receive a cash special dividend of approximately $620 million. The combination values Capricorn, on an ex-dividend basis, at $338 million. The combined company will be known as NewMed Energy and be listed on the London Stock Exchange (premium segment) and the Tel Aviv Stock Exchange (TASE). Completion of the combination is subject to certain conditions and is expected to occur in the first quarter of 2023.

NewMed, which trades on TASE, is a leading Israeli energy business and holds a 45.3% working interest in the giant Leviathan field, the largest gas reservoir in the Mediterranean, and has a world class portfolio of exploration, development and producing gas assets. 

Capricorn, a constituent of the FTSE 250, is one of Europe’s leading independent upstream energy companies, and is headquartered in Edinburgh.

The Davis Polk corporate team includes partners Reuven B. Young and Dan Hirschovits, counsel Joseph Scrace and associates James Ufland and Vivek Thanki. The antitrust and competition team includes counsel Matthew Yeowart and associates Léonore De Mullewie and Sara Moshfegh. The tax team includes partner Jonathan Cooklin and counsel Dominic Foulkes. All members of the Davis Polk team are based in the London office.

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