Tanganyika Oil Company Ltd.
OMX : TYKS
TSX : TYK
September 25, 2008 03:13 ET
Tanganyika Oil Company Ltd. Announces C$31.50 Per Share Cash Offer by Sinopec International Petroleum Exploration and Production Corporation
CALGARY, ALBERTA--(Marketwire - Sept. 25, 2008) - Tanganyika Oil Company Ltd. ("Tanganyika Oil" or "the Company") (TSX:TYK)(OMX:TYKS) announced today that it has entered into a definitive agreement (the "Support Agreement") pursuant to which Sinopec International Petroleum Exploration and Production Corporation ("SIPC") has agreed, subject to the terms of the Support Agreement, to make an offer to acquire all the outstanding common shares of Tanganyika by way of a negotiated take-over bid (the "Offer") for C$31.50 per share in cash, which represents a substantial premium to both the recent and historical trading prices of Tanganyika's shares. The acquisition of the Tanganyika shares will be funded through SIPC's internal resources and is not conditional upon any financing arrangements. SIPC is a wholly owned subsidiary of China Petrochemical Corporation ("Sinopec Group") and undertakes overseas investments and operations in the upstream oil and gas sector. Sinopec Group is China's largest producer and supplier of oil products and major petrochemical products.
The Support Agreement provides for, among other things, customary Board of Directors support, non-solicitation and right to match provisions in favour of SIPC and the payment to SIPC of a termination fee of C$65 million if the acquisition is not completed in certain specified circumstances. The obligation of SIPC to take up and pay for shares pursuant to the Offer is also subject to the receipt of certain approvals from the Government of the People's Republic of China. SIPC has agreed to pay a break-up fee of C$65 million in the event that all approvals required to be obtained by SIPC from the Government of the People's Republic of China in order to complete the Offer are not obtained on or before December 24, 2008 and Tanganyika elects to terminate the Support Agreement.
In connection with the Offer, all of the directors, officers and certain other shareholders representing, collectively, approximately 16.2% of Tanganyika's 65,615,330 shares outstanding (calculated on a fully-diluted basis) have entered into lock-up agreements with SIPC pursuant to which they have agreed to, among other things, tender all of their Tanganyika shares (including Tanganyika shares issued on the exercise of outstanding options and Tanganyika shares represented by Swedish Depository Receipts trading on the OMX Nordic Exchange) to the Offer.
- Cash Offer for all shares at C$31.50 per share, representing a substantial premium to Tanganyika's recent and historical trading prices
- Unanimous recommendation of the Tanganyika Board of Directors
- Lock-ups representing approximately 16.2% of the outstanding Tanganyika shares
- C$65 million termination fee payable in certain circumstances by Tanganyika and right to match
- C$65 million break up fee payable by SIPC in the event that all required approvals of the Government of the People's Republic of China are not obtained by December 24, 2008.
The Tanganyika Board of Directors, after consulting with its financial and legal advisors, has unanimously determined that the Offer is fair and in the best interest of Tanganyika shareholders and has recommended acceptance of the Offer. Scotia Waterous Inc., the financial advisor to the Tanganyika Board of Directors, has provided an opinion that the Offer is fair, from a financial point of view, to Tanganyika shareholders.
"We are pleased to announce that Tanganyika has entered into a transaction with SIPC," stated Gary Guidry, President and CEO of Tanganyika. "Tanganyika has conducted a tremendous volume of work to enhance the Syrian assets over the past five years. SIPC's world class scale and expertise promise continued growth and enhancement to this asset base. We believe this transaction is in the best interest of Tanganyika and delivers immediate and significant value to our shareholders."
Mr. Zhou Baixiu, President of SIPC, said, "This transaction is an important component of Sinopec Group's strategy to become a diversified global resource provider. We believe that our strong technical experience and our local relationships will serve to maximize the underlying value of these very attractive assets, and we are excited about this opportunity. We look forward to working with the Tanganyika team to build upon the solid foundation which they have created."
Formal documentation relating to the take-over bid is expected to be mailed by SIPC in late October 2008. The Offer will be open for acceptance for a period of not less than 35 days and will be conditional upon, among other things, valid acceptance of the Offer by Tanganyika shareholders owning not less than 66 2/3% of the outstanding Tanganyika shares (calculated on a fully-diluted basis). In addition, the Offer will be subject to certain customary conditions, relevant regulatory approvals and the absence of any material adverse change with respect to Tanganyika. SIPC may waive the conditions of the Offer in certain circumstances. If the Offer is successful, SIPC has agreed to take steps available to it under relevant securities laws to acquire any remaining outstanding Tanganyika shares.
Scotia Waterous Inc. is acting as financial advisor to Tanganyika and Cassels, Brock & Blackwell LLP is acting as legal counsel to Tanganyika.
Lehman Brothers Asia Limited acted as financial advisor to SIPC and Vinson & Elkins LLP and Stikeman Elliott LLP are acting as legal counsel to SIPC.
Tanganyika Oil Company Ltd. is a Canada-based oil and gas company focused on its properties in Syria. The Company holds operating interests in two Syrian production sharing agreements covering the Oudeh Block and the Tishrine and Sheik Mansour Blocks. During the first half of 2008, the average gross field production was 16,670 barrels of oil per day ("bopd") (Company net production 6,025 bopd). Its shares are traded on the TSX under the symbol "TYK" and its Swedish Depository Receipts trade on the OMX Nordic Exchange under the symbol "TYKS".
This news release includes statements about expected future events that are forward looking in nature and subject to risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that circumstances, events or outcomes anticipated or implied by forward-looking statements will not occur. These risks and uncertainties include, among other things: risks associated with the ability to obtain any necessary approvals, waivers, consents, court orders and other requirements necessary or desirable to permit or facilitate the proposed transaction (including, regulatory and securityholder approvals); the risk that any applicable conditions of any of the proposed transactions may not be satisfied; volatility of and assumptions regarding oil and gas prices; assumptions contained in or relevant to the company's current corporate guidance; fluctuations in currency and interest rates; product supply and demand; market competition; risks inherent in marketing operations (including credit risks); imprecision of reserves estimates and estimates of recoverable quantities of natural gas and liquids from the Company's properties; the ability to access external sources of debt and equity capital; the timing and the costs of well and pipeline construction; the ability to secure adequate product transportation; changes in laws or regulations or the interpretations of such laws or regulations; applicable political and economic conditions; the risk of war, hostilities, civil insurrection, political instability and terrorist threats; risks associated with existing and potential future lawsuits and regulatory actions; and other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by the Company. Although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the foregoing list of important factors is not exhaustive. The company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws.