Etablissements Maurel & Prom S.A.

June 28, 2011 08:27 ET

Etablissements Maurel & Prom S.A.: Press Release

TORONTO, ONTARIO--(Marketwire - June 28, 2011) - On 21 June 2011, Établissements Maurel & Prom S.A. ("M&P") entered into a share purchase agreement (the "Share Purchase Agreement") with Tuscany International Drilling Inc. (the "Issuer") and the Issuer's wholly-owned subsidiary Tuscany Rig Leasing S.A. (the "Buyer") pursuant to which, and subject to the terms and conditions thereof, M&P has agreed to sell to the Buyer all of the issued and outstanding shares of Caroil SAS ("Caroil"), the drilling and work-over subsidiary of M&P (the "Transaction"). The purchase price to be paid by the Issuer, on behalf of the Buyer, shall comprise (i) US$120 million in cash, (ii) 82,500,000 common shares of the Issuer (the "Issuer Shares") and, subject to adjustment in certain circumstances, 27,500,000 zero cost, non-transferable, non-voting common share purchase warrants (the "Warrants"). The purchase price for the Transaction was negotiated based on an agreed upon share price of CAD$1.53 per Issuer Share. Based on the information set forth above, as a result of entering into the Share Purchase Agreement, M&P may, for the purposes of applicable Canadian securities laws, be considered to have acquired beneficial ownership of 110,000,000 common shares of the Issuer (comprised of the 82,500,000 Issuer Shares and the 27,500,000 common shares that may be acquired on exercise of the Warrants, assuming no adjustment under the Share Purchase Agreement) which, if and when issued, would constitute approximately 29.24% of the outstanding common shares of the Issuer, based on there being 266,244,053 common shares of the Issuer in issue as of 23 June 2011. Information regarding current issued and outstanding shares of the Issuer is based on information on the Toronto Stock Exchange website as at 23 June 2011.

The securities that are to be issued to M&P in respect of the Transaction will be issued pursuant to the Share Purchase Agreement and are being issued as partial consideration for all of the outstanding shares of Caroil. M&P intends to review its investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position, the price levels of the common shares of the Issuer, the conditions in the securities markets and general economic and industry conditions, M&P's business or financial condition and other factors and conditions M&P deems appropriate, M&P may in the future take such actions with respect to its investment in the Issuer as M&P deems appropriate, including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, acquiring common shares of the Issuer or selling, transferring to an affiliated party or otherwise disposing of some or all of the common shares of the Issuer, in each case subject to applicable laws and the terms of the agreements with the Issuer. In addition, M&P may formulate other purposes, plans or proposals regarding the Issuer or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or M&P may change its intention with respect to any and all matters referred to above.

In addition to the Share Purchase Agreement, on closing of the Transaction, M&P and the Issuer will enter into a shareholder rights agreement.

M&P's address is set out below. For further information or to obtain a copy of the report filed by M&P in accordance with applicable Canadian securities laws, contact M&P at the address specified below:

Établissements Maurel & Prom S.A.
12, rue Volney
75002 Paris
France
Tel: +33 (0) 1 53 83 1600
For the attention of: Marc de Rodellec

About Établissements Maurel & Prom S.A.

Maurel & Prom is listed for trading on Euronext Paris – compartiment A – CAC® mid 60 - SBF120® - CAC® Mid & &Small - CAC® All-Tradable - CAC®

All-Share

ISIN FR0000051070 / Bloomberg MAU.FP / Reuters MAUP.PA

Contact Information

  • Etablissements Maurel & Prom S.A.
    Marc de Rodellec
    +33 (0) 1 53 83 1600