logo


Vermilion Enters into Lock-up Agreement with CNPCI for Acquisition of Verenex
Thursday, February 26, 2009 8:54 AM


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.



(0)
No Comments
Post Comment
Name:  
Alert for new comments:
Your email:
Your Website:
Title:
Comments:
   
 
 
 
 
   
 

  
Related Press Releases
Advertisement
Popular Articles
Advertisement
Partner Center
Fundamental data is provided by Zacks Investment Research, market data is provided by AlphaTrade. , and Commentary and Press Releases provided by Quotemedia