Corporate M&A – Ratio returns with increased offer for Pharos Energy
(Originally posted on August 7, 2026)
On 7 August 2026, Ratio Petroleum Energy announced an increased recommended all-cash offer to acquire Pharos Energy.
This follows Serica Energy’s competing offer on 26 July, which had briefly displaced Ratio as the recommended bidder for Pharos.
Under the increased Ratio offer, Pharos shareholders would receive 28.8183 pence in cash per share, plus a 4.0 pence per share special dividend. Pharos shareholders who qualified also retain the FY25 final dividend of 0.9317 pence per share, which was paid on 17 July 2026. This takes the aggregate amount to be received by Pharos shareholders to 33.75 pence per share.
The increased Ratio offer values Pharos’ issued and to be issued ordinary share capital at approximately £146.4 million. It represents a small increase on Serica’s offer, which valued Pharos at 33.6 pence per share including the FY25 final dividend.
The Pharos Board has now switched its recommendation back to Ratio. It has withdrawn its recommendation of the Serica offer and will not proceed with posting a Serica scheme document to Pharos shareholders.
This is the third major step in the Pharos sale process in less than two months. We looked at the original Ratio offer here, and the subsequent Serica counter-offer here.
Offer comparison
A comparison of the three offers is shown in the table below:
|
Item |
Ratio offer |
Serica offer |
Increased Ratio offer |
|
Announcement date |
24 June 2026 |
26 July 2026 |
7 August 2026 |
|
Offer structure |
Recommended cash acquisition by
scheme of arrangement |
Recommended cash acquisition by
scheme of arrangement |
Recommended cash acquisition by scheme of
arrangement |
|
Cash consideration |
23.0683p/share |
28.6683p/share |
28.8183p/share |
|
Special dividend |
4.0p/share |
4.0p/share |
4.0p/share |
|
FY25 final dividend |
0.9317p/share |
0.9317p/share, already paid to
qualifying shareholders |
0.9317p/share |
|
Total value to Pharos
shareholders |
28.0p/share |
33.6p/share |
33.75p/share |
|
Cash + special dividend component |
27.0683p/share |
32.6683p/share |
32.8183p/share |
|
Implied equity value |
c.£124.3m |
c.£145.7m |
c.£146.4 million |
|
Board recommendation |
Previously recommended |
Recommendation now withdrawn |
Now recommended |
|
Current position |
Superseded by increased Ratio offer |
No scheme document to be posted |
Current recommended offer |