TransAtlantic Offers All-Cash Takeover of Incremental Petroleum

TransAtlantic has announced its intention to make an all cash takeover offer for all of the shares in Incremental Petroleum Limited. Incremental is publicly traded on the Australian Stock Exchange under the symbol "IPM." Incremental is an oil and gas company with its main operations in Turkey and some additional properties in California, U.S.A. The Company believes that Incremental's operations and properties would be highly complementary if combined with TransAtlantic.

TransAtlantic will be offering $1.05 Australian dollars in cash for each Incremental share. This represents a premium of 12.9% to the Incremental share closing price of $0.93 Australian dollars on October 24, 2008, the trading day immediately prior to this announcement. On that date, $1.00 Australian dollar was equal to approximately $0.62 U.S. dollars. The Offer will be conditional on TransAtlantic obtaining a relevant interest in at least 75% of the Incremental shares, and on a number of other conditions. There are 79,735,605 Incremental shares currently outstanding.

TransAtlantic has arranged and has received a binding commitment from Dalea Partners, LP, an entity controlled by TransAtlantic's Chairman, N. Malone Mitchell 3rd, for the financing of the Offer. Under this arrangement, Dalea Partners, LP will advance to TransAtlantic funds sufficient to acquire all of the Incremental shares, plus pay TransAtlantic's transaction costs. Australian dollar hedging arrangements have also been put into place.

Under Australian law, TransAtlantic must issue a bidder's statement within 45 days of announcing its bid, and the offer to the Incremental shareholders must remain open for at least 30 days thereafter. All of the conditions to the Offer, TransAtlantic's reasons for making the Offer, and the financing and hedging arrangements will be described in more detail in TransAtlantic's bidder's statement.

As announced by TransAtlantic on September 10, 2008, Incremental and TransAtlantic are parties to an agreement under which TransAtlantic will fully fund the drilling of a well to 3,200 meters on the Atesler property in Southeast Turkey. TransAtlantic will earn a 60% working interest in the license and become operator, with Incremental retaining the remaining 40% working interest in the license. The transaction is subject to approval of the Turkish General Directorate of Petroleum Affairs. As part of the same transaction, if all conditions are satisfied, Transatlantic will also earn an undivided 75% working interest in, and become operator of, four additional licenses held by Incremental in Southeast Turkey.


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