LONDON, Nov 27 (Reuters) - Proxy adviser RiskMetrics has recommended minority investors approve ENOC's "reasonable" $1.9 billion buyout bid for Turkmenistan-focused oil explorer Dragon Oil, which is facing shareholder resistance. RiskMetrics said the premium offered was reasonable for an offer in which the Dubai-based refiner is buying out minority shareholders, and said disagreements over Dragon Oil's long-term prospects reflected differing ideas about the risks of a single-asset company which sells oil through Iran.
Emirates National Oil Co (ENOC) agreed with Dragon's board on Nov. 2 that it would buy the 48 percent it did not already own of Dragon for 455 pence a share.
However, Dragon's largest minority shareholder, Baillie Gifford & Co, and others oppose the deal as undervaluing Dragon. Small shareholders have started a website to rally opposition.
"Based on comparable transactions, the historical valuation of Dragon Oil versus its peers, the premium to the then prevailing market price and the fact that this is a minority buyout, we find that 455p per share is a reasonable offer," RiskMetrics said.
The firm noted Dubai's demand this week for a standstill on debt payments by two flagship firms, which shook global markets and said "corporate governance standards can suffer in extreme situations."
ENOC's financial advisers Standard Chartered said when the offer was announced on Nov. 2 that sufficient resources were available for the cash offer, as is required under Irish takeover rules.

In an interview with the Scotsman newspaper published on Friday, Baillie Gifford's head of emerging market equities, Richard Sneller, said long-term holders believed the offer was not "full and fair".
Sneller said Baillie Gifford had not intervened publicly since 1998 and its Dragon Oil move "reflects the strength of feelings in this case". The firm said Dragon's strong production growth would continue and it should switch its primary listing from Dublin to London.
London shares in Dragon closed at 409-3/4 pence on Friday.
Investors will vote on ENOC's proposal on Dec. 11. The scheme has to be approved by three-quarters of minority investors who vote.

(Reporting by Quentin Webb; editing by Karen Foster) Keywords: DRAGONOIL/ (quentin.webb.reuters.com@reuters.net; +44 207 542 9405)

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