CHAR- This is a new PR from nelson's website which makes the terms of the deal to be bought out by Lukoil less of a sure thing than the other PR posted. Also the deal is contingent on Lukoil obtaining financing to fund the deal.
NELSON RESOURCES ENTERS INTO
NEGOTIATIONS WITH LUKOIL
Nelson Resources Limited of Bermuda (TSX/AIM: NLG) (Nelson) today announced that it has entered into an agreement to negotiate with Lukoil Overseas Holding Ltd. (Lukoil) concerning a proposal received from Lukoil to acquire 100% of the fully diluted common shares of Nelson for US$2,000,000,000 in cash, which based on currency exchange rates as of September 29, 2005, equates to a per share value of approximately GBP1.24 ( GBP/US$1.7618) and CDN$2.57 (CDN$/US$1.1725) .
A special committee of Nelson’s board of directors was established to review, with the assistance of independent counsel, this proposal and to protect shareholder interests, particularly minority interests, in this process. A financial advisor has been retained to render an opinion to the special committee with respect to the fairness of the consideration offered under the transaction to the shareholders. The special committee has been particularly focussed on ensuring that any offer would be made for 100% of the shares of Nelson.
Lukoil’s proposal is subject to a number of customary conditions including support agreements with Nelson’s principal shareholders owning in aggregate approximately 57% of outstanding shares, government and regulatory approvals, and negotiation and execution of definitive transaction agreements with customary provisions for transactions of this nature, including a 3% break fee. The parties have agreed to negotiate the definitive agreements by October 12, 2005. Nelson’s obligation to proceed is subject to receiving the opinion of its financial advisor that the consideration under the offer is fair to the shareholders from a financial point of view.
There can be no assurance that a transaction will proceed or be successfully completed. Details of the terms of any final proposal will be disclosed upon signing of definitive agreements.
Nick Zana, Nelson’s CEO and Chairman, noted that, “It is our goal to ensure that minority shareholders are treated fairly and are afforded the opportunity to participate along with and on the same basis as the majority shareholders in this transaction.”
Nelson Resources Limited is an oil exploration and production company with operations in the Republic of Kazakhstan. The Company established its presence in the Kazakhstan oil sector in 2000 and its management team, comprising of both international and Kazakh executives, has extensive experience of the Kazakh operating environment.
The Company’s shares are listed on the Toronto Stock Exchange and Alternative Investment Market (AIM) of the London Stock Exchange with approximately 912 million shares authorized on a fully diluted basis.
