Monday, December 31, 2007 8:41:01 AM
Transmeridian Exploration Announces Definitive Agreement For Sale of Company --
HOUSTON, Dec. 31, 2007 (PRIME NEWSWIRE) -- Transmeridian Exploration
Incorporated (AMEX:TMY) today announced that the Company and Trans Meridian
International, Inc., a British Virgin Islands company formed by the Company's
Chairman and Chief Executive Officer Lorrie T. Olivier ("TMI"), have entered
into a definitive merger agreement pursuant to which TMI, through a wholly owned
subsidiary, will commence a tender offer to purchase all of the Company's
outstanding shares of common stock for a price of $3.00 per share, payable net
to the seller in cash. The purpose of the tender offer is to acquire for cash as
many outstanding shares as possible of the Company's common stock as a first
step in a "going private" transaction resulting in TMI acquiring the entire
equity interest in the Company. If the transaction is completed, TMI
contemplates that the shares of the Company's common stock would be delisted
from trading on the AMEX and deregistered with the Securities and Exchange
Commission.
The $3.00 per share cash consideration represents a 114% premium over the $1.40
closing price of the Company's common stock on December 28, 2007, the last full
trading day prior to announcement of the transaction, and implies an enterprise
value of the Company of approximately $825 million. The Company's disinterested
directors have unanimously approved the merger agreement and tender offer and
will recommend that the Company's stockholders tender their shares into the
offer and vote for the back-end merger, if required.
Commencement of the tender offer is conditioned on adequate financing having
been made available to TMI and its acquisition subsidiary. The closing of the
tender offer is subject to other terms and conditions customary for transactions
of this type, including that the Company's stockholders shall have tendered a
number of shares into the offer that, when added to the shares of common stock
owned by TMI and its affiliates, including Mr. Olivier and his family interests,
represents at least a majority of the shares of the Company's common stock,
calculated on a fully diluted basis. Upon completion of the tender offer,
subject to any requisite stockholder approval, TMI's acquisition company will be
merged with and into the Company, and stockholders will receive the same per
share cash consideration as was paid to holders in the tender offer.
The merger agreement permits the Company to solicit competing offers for the
acquisition of the Company until the financing condition to TMI's obligation to
commence the tender offer is satisfied. If at any time the Company receives a
competing offer that the Board determines to be a "superior proposal," the
Company may terminate the merger agreement and accept the proposal without being
required to pay TMI any termination or "break-up" fee, other than reimbursement
of TMI's expenses of up to $3,000,000. The Company also has the right to
terminate the merger agreement without liability to TMI at any time after
January 31, 2008 if the financing condition remains unsatisfied as of such time,
and TMI may terminate the merger agreement at any time after February 29, 2008
if this condition is not satisfied at such time, in either of which cases TMI
would incur no liability to the Company.
About Transmeridian Exploration Incorporated
Transmeridian Exploration Incorporated is an independent energy company
established to acquire and develop reserves in the Caspian Sea region of the
former Soviet Union. The Company primarily targets fields with proved or
probable reserves and significant upside reserve potential. Transmeridian
Exploration currently has projects in Kazakhstan and southern Russia and is
pursuing additional projects in the Caspian Sea region.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE COMPANY'S COMMON STOCK
OR OTHER COMPANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF THE
COMPANY'S COMMON STOCK WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS TO BE DISTRIBUTED TO HOLDERS OF THE
COMPANY'S COMMON STOCK. AT THE TIME THE EXPECTED TENDER OFFER IS COMMENCED,
TMI'S ACQUISITION COMPANY WILL FILE THESE TENDER OFFER MATERIALS WITH THE
SECURITIES AND EXCHANGE COMMISSION AND THE COMPANY WILL FILE A SOLICITATION/
RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. ONCE FILED, THE COMPANY'S
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO THE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. INFORMATION CONCERNING MR.
OLIVIER AND HIS BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK AND HIS OTHER
POTENTIAL INTERESTS IN THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE MAY BE
FOUND IN THE COMPANY'S PROXY STATEMENT FILED WITH THE SEC UNDER SCHEDULE 14A ON
APRIL 17, 2007 AND IN MR. OLIVIER'S SCHEDULE 13D AND AMENDMENTS THERETO FILED OR
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ALL OF THESE MATERIALS
ARE OR WILL BE AVAILABLE FREE OF CHARGE ALSO AT THE SEC'S WEBSITE AT
WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS, OR
FROM TMI.
For more information please contact the following:
Earl W. McNiel, CFO
5847 San Felipe, Suite 4300
Houston, Texas 77057
Phone: 713-458-1100
Fax: 713-781-6593
E-mail: tmei@tmei.com
Website: www.tmei.com
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created therein. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, including but not
limited to those discussed in Transmeridian Exploration Incorporated's Annual
Report on Form 10-K for the year ended December 31, 2006 and other filings with
the Securities and Exchange Commission (SEC). Although the Company believes the
assumptions underlying the forward-looking statements contained herein are
reasonable, there can be no assurance that the forward-looking statements
included in this press release will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion herein should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved.
HOUSTON, Dec. 31, 2007 (PRIME NEWSWIRE) -- Transmeridian Exploration
Incorporated (AMEX:TMY) today announced that the Company and Trans Meridian
International, Inc., a British Virgin Islands company formed by the Company's
Chairman and Chief Executive Officer Lorrie T. Olivier ("TMI"), have entered
into a definitive merger agreement pursuant to which TMI, through a wholly owned
subsidiary, will commence a tender offer to purchase all of the Company's
outstanding shares of common stock for a price of $3.00 per share, payable net
to the seller in cash. The purpose of the tender offer is to acquire for cash as
many outstanding shares as possible of the Company's common stock as a first
step in a "going private" transaction resulting in TMI acquiring the entire
equity interest in the Company. If the transaction is completed, TMI
contemplates that the shares of the Company's common stock would be delisted
from trading on the AMEX and deregistered with the Securities and Exchange
Commission.
The $3.00 per share cash consideration represents a 114% premium over the $1.40
closing price of the Company's common stock on December 28, 2007, the last full
trading day prior to announcement of the transaction, and implies an enterprise
value of the Company of approximately $825 million. The Company's disinterested
directors have unanimously approved the merger agreement and tender offer and
will recommend that the Company's stockholders tender their shares into the
offer and vote for the back-end merger, if required.
Commencement of the tender offer is conditioned on adequate financing having
been made available to TMI and its acquisition subsidiary. The closing of the
tender offer is subject to other terms and conditions customary for transactions
of this type, including that the Company's stockholders shall have tendered a
number of shares into the offer that, when added to the shares of common stock
owned by TMI and its affiliates, including Mr. Olivier and his family interests,
represents at least a majority of the shares of the Company's common stock,
calculated on a fully diluted basis. Upon completion of the tender offer,
subject to any requisite stockholder approval, TMI's acquisition company will be
merged with and into the Company, and stockholders will receive the same per
share cash consideration as was paid to holders in the tender offer.
The merger agreement permits the Company to solicit competing offers for the
acquisition of the Company until the financing condition to TMI's obligation to
commence the tender offer is satisfied. If at any time the Company receives a
competing offer that the Board determines to be a "superior proposal," the
Company may terminate the merger agreement and accept the proposal without being
required to pay TMI any termination or "break-up" fee, other than reimbursement
of TMI's expenses of up to $3,000,000. The Company also has the right to
terminate the merger agreement without liability to TMI at any time after
January 31, 2008 if the financing condition remains unsatisfied as of such time,
and TMI may terminate the merger agreement at any time after February 29, 2008
if this condition is not satisfied at such time, in either of which cases TMI
would incur no liability to the Company.
About Transmeridian Exploration Incorporated
Transmeridian Exploration Incorporated is an independent energy company
established to acquire and develop reserves in the Caspian Sea region of the
former Soviet Union. The Company primarily targets fields with proved or
probable reserves and significant upside reserve potential. Transmeridian
Exploration currently has projects in Kazakhstan and southern Russia and is
pursuing additional projects in the Caspian Sea region.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE COMPANY'S COMMON STOCK
OR OTHER COMPANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF THE
COMPANY'S COMMON STOCK WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS TO BE DISTRIBUTED TO HOLDERS OF THE
COMPANY'S COMMON STOCK. AT THE TIME THE EXPECTED TENDER OFFER IS COMMENCED,
TMI'S ACQUISITION COMPANY WILL FILE THESE TENDER OFFER MATERIALS WITH THE
SECURITIES AND EXCHANGE COMMISSION AND THE COMPANY WILL FILE A SOLICITATION/
RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. ONCE FILED, THE COMPANY'S
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO THE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. INFORMATION CONCERNING MR.
OLIVIER AND HIS BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK AND HIS OTHER
POTENTIAL INTERESTS IN THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE MAY BE
FOUND IN THE COMPANY'S PROXY STATEMENT FILED WITH THE SEC UNDER SCHEDULE 14A ON
APRIL 17, 2007 AND IN MR. OLIVIER'S SCHEDULE 13D AND AMENDMENTS THERETO FILED OR
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ALL OF THESE MATERIALS
ARE OR WILL BE AVAILABLE FREE OF CHARGE ALSO AT THE SEC'S WEBSITE AT
WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS, OR
FROM TMI.
For more information please contact the following:
Earl W. McNiel, CFO
5847 San Felipe, Suite 4300
Houston, Texas 77057
Phone: 713-458-1100
Fax: 713-781-6593
E-mail: tmei@tmei.com
Website: www.tmei.com
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created therein. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, including but not
limited to those discussed in Transmeridian Exploration Incorporated's Annual
Report on Form 10-K for the year ended December 31, 2006 and other filings with
the Securities and Exchange Commission (SEC). Although the Company believes the
assumptions underlying the forward-looking statements contained herein are
reasonable, there can be no assurance that the forward-looking statements
included in this press release will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion herein should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved.
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