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European Gas, formerly a Canning Basin explorer known as Kimberley Oil, re-badged itself after farming-in to several French and Italian CSM exploration blocks held by Heritage.
The Perth-based company on Friday offered Heritage shareholders 0.55 new European Gas shares and 1.5p in cash for each of their shares.
The bid places a value on Heritage shares of 19.1p, a premium of 54% on the weighted average price over the past six months.
European Gas said Heritage’s directors and major shareholders, who represent about 68.5% of all the stock, have agreed to irrevocably sell their stake.
The merger, if successful, would result in European Gas acquiring Heritage’s entire issued share capital and thereby the remaining interest in various projects in France and Italy it does not already own.
This will concentrate the ownership, control and financing of those projects within the enlarged group.