NewMed Energy - Limited Partnership (TASE:NWMD) agreed to acquire Capricorn Energy PLC (LSE:CNE) from a group of sellers and others for £6.6 billion in a reverse merger on September 29, 2022. The consideration will be paid in form of 2,743,883,113 new Capricorn shares to NewMed unitholders based on an exchange ratio of 2.337344 New Capricorn Shares. The Combination will result in Capricorn shareholders holding approximately 10.3% and NewMed unitholders, together with NewMed's current general partner, holding in aggregate approximately 89.7% of the of the Combined Group. The Combined Group will trade under the name NewMed Energy and expects to retain its existing Premium Listing on the London Stock Exchange. As of October 19, 2022, Irenic Capital Management, L.P. shareholder of Capricorn Energy plc Urges the Board to Abandon Capricorn's Proposed Merger with NewMed. As of October 27, 2022, Palliser Capital with interests representing approximately 6.6% in Capricorn Voices Opposition to the merger.

Simon Thomson, the CEO of Capricorn, will become the transitional Chair of the Combined Group, the management team will comprise Yossi Abu as CEO and James Smith as CFO, along with members from the existing NewMed and Capricorn leadership teams and the Board will comprise 7 Non-executive Directors, with 2 expected to be representatives of the Delek Group and 5 expected to be independent non-executive directors (2 of which will come from the existing Capricorn Board). Accordingly, a majority of the directors of the Board of the Combined Group, excluding the Chair, will be independent. The Board of Directors of Capricorn and board of directors of NewMed recommended the transaction unanimously. The Combination is conditional upon the approval of Capricorn Shareholders and NewMed's unitholders, the approval of the combined circular and prospectus by the FCA, the approval of Capricorn's Israeli prospectus and registration document by the ISA, the approval by the Israeli Minister of Justice and the competent Israeli court of the Scheme, confirmation of the retention of Capricorn's premium listing on the LSE, obtaining required regulatory, antitrust and contractual approvals in relevant jurisdictions and obtaining relevant tax rulings from the ITA. Irenic Capital and Palliser intend to vote against merger at upcoming general meetings. As of January 13, 2023, Capricorn's shareholders meeting convened on February 1, 2023. As of January 24, 2023, Capricorn's shareholders meeting has been adjourned from February 1 until February 22, 2023. The transaction is expected to close in Q1 2023.

Craig van der Laan becomes chair and Chris Cox, who previously ran Centrica's Spirit Energy, is appointed interim Chief Executive. Hesham Mekawi, Maria Gordon, Richard Herbert and Tom Pitts were also appointed as Directors with immediate effect. James McEwen, Murray Yuill and Alice Squires of Rothschild & Co acted as financial adviser and sponsor, Chris Pilot, Chris Emmerson and Bertie Whitehead of Goldman Sachs and Andrew Foster, Anthony Zammit and Matthew Ball of Morgan Stanley acted as financial advisers, Equiniti Limited acted as a registrar to Capricorn in connection with the transaction. Yoni Hornik, Daniele Apa and Jamie Riddell of J. P. Morgan is acting as financial adviser to NewMed in connection with the transaction. Slaughter and May, Gornitzky & Co. and Shepherd and Wedderburn LLP acted as legal advisers to Capricorn. Reuven B. Young, Dan Hirschovits, Joseph Scrace, Matthew Yeowart, Jonathan Cooklin and Dominic Foulkes of Davis Polk & Wardwell London LLP, Agmon & Co. Rosenberg Hacohen & Co. and Pinsent Masons LLP acted as legal advisers to NewMed.