Vermilion Energy Trust (“Vermilion” or the “Trust”) (VET.UN - TSX) is
pleased to announce that Verenex Energy Inc. (“Verenex") (VNX – TSX), in
which Vermilion holds 18,760,540 million common shares representing a
42.4% equity ownership position, has entered into a definitive agreement
(the “Agreement”) on February 24, 2009 whereby a wholly-owned subsidiary
of CNPC International Ltd. ("CNPCI") has agreed, subject to the terms of
the Agreement, to offer to acquire all the outstanding common shares of
Verenex by way of a take-over bid (the “Offer”) for C$10.00 per share in
cash. The aggregate value of this transaction will be approximately
C$499 million. Mailing of the Offer to Verenex shareholders is subject
to the fulfillment of certain conditions for the benefit of CNPCI which,
if not satisfied, will result in the Offer not proceeding. The primary
condition precedent to the mailing of the Offer is the receipt from the
Libyan National Oil Corporation (the "NOC") of written consent to the
acquisition of Verenex by CNPCI (and certain other related matters) in
the form contemplated by the Agreement (the "NOC Consent"). In order for
the transaction to proceed, consent from the NOC is required under the
terms of an exploration and production sharing agreement to which NOC
and Verenex are parties. Such written consent has been requested but not
yet received and no assurance can be given that the consent will be
given, or, if given, in the form required by the Agreement. The Offer,
if made, will be conditional upon, among other things, valid acceptance
of the Offer by Verenex shareholders owning not less than 66 2/3% of the
outstanding Verenex shares (calculated on a fully-diluted basis). In
addition, the Offer will be subject to certain customary conditions,
regulatory approvals (including all required approvals from the Libyan
Government) and the absence of any material adverse change with respect
to Verenex. The Agreement will be filed on SEDAR at www.sedar.com.
This announcement coincides with the release on SEDAR, in response to
unusual trading activity in Verenex shares, of a material change report
which was previously filed on a confidential basis with securities
regulators.
Vermilion has entered into a lock-up agreement (the "Lock-up Agreement")
with CNPCI, whereby Vermilion has agreed to tender its Verenex Shares
into the Offer. In addition, the Lock-up Agreement contains customary
provisions prohibiting Vermilion from disposing of its Verenex Shares
and from soliciting any other acquisition proposal.