NZ Oil & Gas (NZSE: NOG) wants to hold onto its Otter Gold (NZSE: OTR) shares and says it has no intention of accepting the current takeover offer from Australian mining giant Normandy.
Normandy NFM has offered 1.9 of its shares for every 100 Otter shares and currently holds acceptances for around 78% of the company.
NOG holds around 4.2% or 3.5 million ordinary Otter shares and 1.4 million options.
The company says it has considered several factor in making the decision not to accept Normandy's offer, including the views expressed in Stanton Partners' independent report that the offer is not fair and that the assessed fair market value may be as high as 54cps.
Stanton described the offer as not fair but reasonable and put the fair value was in a range between 10 cents and 54 cents, with a mid-point value of 32 cents.
NOG also claims that Stanton Partners has placed a value on the Martha mine which is "very substantially below a separate Martha valuation by Grant Samuel in relation to Normandy Mining's own assets."
The recent upsurge in the gold price and a generally more favourable outlook for gold producers was also taken into account, NOG says.
Otter holds a 60% stake in the Tanami gold joint venture and has other significant exploration properties in the Tanami region of central Australia in Australia and has 33% holding in gold operations in Waihi.
The Normandy offer is due to close at the end of next week.