--The terms of the Scheme values the entire issued and to be issued share capital of Hardman Resources at A$1.47 billion (approximately £581 million / US$1.1 billion).
--The terms include a share alternative, subject to a maximum of 65 million New Tullow Shares being issued.
--The Scheme is expected to complete at the latest in early January 2007.
--The cash consideration under the offer will be funded by new debt facilities provided by Bank of Scotland Corporate.
The Board of Tullow believes that the acquisition of Hardman Resources significantly enhances Tullow's portfolio and delivers further key opportunities and strategic positions. In particular, the Acquisition:
--increases production by 6,000 boepd and 2P commercial and contingent reserves by 30 per cent.;
--delivers a material full cycle business in Mauritania;
--establishes operational control in the Albertine basin, Uganda;
--doubles Tullow's prospective acreage position;
--adds 16 exploration wells to the 2006/07 campaign; and
--builds on Tullow's successful acquisition track record.
Commenting today, Pat Plunkett, Chairman of Tullow, said:
"The acquisition of Hardman Resources is an excellent strategic fit with Tullow's production, development and exploration activities. The Hardman Resources team has built up a business with exposure to high-impact assets and this, combined with Tullow's existing portfolio, financial strength and execution capability, creates an outstanding platform for continued growth. We believe that the terms of the transaction are attractive for the shareholders of both Tullow and Hardman Resources and we look forward to the successful completion of the Scheme."
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