United Energy Group Limited has extended the expiration date for its previously announced cash tender offer for all of the outstanding shares of 15% senior redeemable convertible preferred stock and 20% junior redeemable convertible preferred stock of Transmeridian Exploration Incorporated. The expiration date for the tender offer, which was previously 12:00 midnight, New York City time, on August 29, 2008, will be extended until 5:00 p.m., New York City time, on September 22, 2008, unless further extended. There is no change to the withdrawal rights, which will expire at 12:00 midnight, New York City time, on August 29, 2008.
As of 5:00 p.m., New York City time, on August 29, 2008, approximately 185,881 shares of the Junior Preferred Stock and approximately 61,316 shares of the Senior Preferred Stock had been validly tendered into the tender offer and not withdrawn.
All other material terms of the tender offer, which are set forth in the Offer to Purchase that was mailed to each holder of Preferred Stock on August 4, 2008, remain unchanged.
The tender offer is being made in accordance with the Investment Agreement, dated as of June 11, 2008 (as amended, the "Investment Agreement"), between United Energy and Transmeridian. Prior to commencement of the tender offer, United Energy reached agreement with certain significant holders of Preferred Stock to acquire approximately 83% of the outstanding shares of the Senior Preferred Stock and approximately 74% of the outstanding shares of the Junior Preferred Stock (the "Purchase Agreements") and is conducting the tender offer to acquire the outstanding shares of Preferred Stock not subject to the Purchase Agreements.
Completion of the tender offer is conditioned on, among other things, (i) acceptance by holders of at least 90% of each series of Preferred Stock, including any shares of Preferred Stock to be purchased by United Energy under the Purchase Agreements, (ii) receipt of necessary government approvals, (iii) the approval by the holders of Transmeridian's common stock and holders of United Energy's ordinary shares of the matters described in the Offer to Purchase and (iv) the successful closing of Transmeridian Exploration Inc.'s concurrent exchange offer and consent solicitation. The successful completion of the tender offer is a condition precedent to the completion of the transactions between United Energy and Transmeridian.
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