Centurion Energy International Inc.
TSX : CUX
AIM : CUX.L

Centurion Energy International Inc.

November 13, 2006 09:22 ET

Centurion Energy International Inc. Announces Sale to Dana Gas PJSC for Approximately CDN $1.15 Billion

CALGARY, ALBERTA--(CCNMatthews - Nov. 12, 2006) - Centurion Energy International Inc. (TSX:CUX)(AIM:CUX.L) ("Centurion") announced today that it has entered into an Arrangement Agreement whereby a wholly-owned subsidiary of Dana Gas PJSC ("Dana Gas") will pay CDN $12 in cash for each outstanding common share of Centurion ("Shares"). The aggregate value of this transaction is approximately CDN $1.15 billion. The offer represents a premium of 55.9% based on the weighted average closing price of the Shares on the Toronto Stock Exchange ("TSX") for the twenty consecutive trading days prior to October 30, 2006, the day prior to the date that Centurion announced that it was in discussions with a party about a possible transaction.

The terms of the Agreement have been reviewed and approved by a special committee of the board of directors of Centurion and has been unanimously approved by the boards of directors of both Centurion and Dana Gas. Each member of Centurion's board has indicated that they intend to vote all Centurion securities held by them in favour of the transaction. The board of directors of Centurion will recommend that its shareholders accept Dana Gas' offer.

UBS Securities Canada Inc. ("UBS") acting as financial advisor to Centurion has provided an opinion to Centurion that the transaction is fair, from a financial point of view, to the Centurion shareholders. UBS and BNP Paribas have each provided advisory services to Centurion in connection with the transaction.

The transaction is to be carried out by way of a statutory plan of arrangement. The transaction will be subject to the approval of 66 2/3% of the votes cast by Centurion securityholders at a meeting of securityholders expected to be held in mid January, 2007. Closing is subject to certain other conditions, including court and other regulatory approvals.

The Agreement contains customary provisions prohibiting Centurion from soliciting any other acquisition proposal but allows the board of directors of Centurion to accept and recommend a superior proposal if it is required to do so in accordance with its fiduciary duties. In such event, Centurion will be required to pay to Dana Gas a termination fee of $34.75 million. Under the Arrangement Agreement, Dana Gas has the right to match any such superior proposal.

The proposed transaction is expected to close in early January, 2007.

Centurion Energy International Inc. is an independent oil and gas exploration and production company operating principally in the Egyptian Nile Delta.

Centurion shares trade in Canada on the TSX and in the United Kingdom on the Alternative Investment Market of the London Stock Exchange. Centurion's website can be accessed at www.centurionenergy.com.

Dana Gas is the first regional private-sector natural gas company in the Arabian Gulf Region, established in late 2005. Headquartered in Sharjah in the UAE and with offices opening throughout the region and its shares listed on the Abu Dhabi Stock Market, Dana Gas with its subsidiaries and affiliates hold substantial assets in the transportation by pipeline, processing, and marketing of natural gas within the UAE, and aims to play a major role in the rapidly-growing natural gas business throughout the Middle East North Africa Region across the entire gas value chain. Dana Gas' website can be accessed at www.danagas.ae.

Contact Information

  • Centurion Energy International Inc.
    Said Arrata
    Chairman and CEO
    +1 403 263 6002
    or
    Centurion Energy International Inc.
    David Thomas
    President and COO
    1 403 263 6002
    or
    Centurion Energy International Inc.
    Paul McDougall
    VP Finance
    +1 403 263 6002
    or
    Centurion Energy International Inc.
    Scott Koyich
    Investor Relations
    +1 403 215 5979
    or
    Citigate Dewe Rogerson
    Martin Jackson
    +44 207 638 9571
    or
    Canaccord Adams Limited
    David Porter
    +44 20 7518 2777
    or
    Canaccord Adams Limited
    Tyler Broda
    +44 20 7518 2777