Verenex and the Libyan Investment Authority (the "LIA") entered into a binding memorandum of understanding ("MOU") respecting the sale of all of the issued and outstanding shares of Verenex (on a fully-diluted basis) to the LIA at a price of $7.09 per share in cash. The MOU provides that Verenex shall distribute out to its shareholders any positive working capital at the time of closing, which Verenex currently estimates will be a nominal amount and subject to a number of factors which are primarily the rate of ongoing expenditures by Verenex and the period of time for completion of the transaction.
The LIA is a sovereign wealth fund established in 2006 by the General People's Committee of Libya (the "GPC") to manage Libya's surplus oil revenues. In commenting on the transaction, Mohamed Layas, Executive Director of the LIA, stated, "The Libyan Investment Authority has assets of over US $65 billion and is pleased to add the Verenex business to its oil and gas portfolio."
The MOU contemplates that a definitive agreement will be signed on or before October 20, 2009, and that the LIA will escrow funds or establish an irrevocable letter of credit or bank guarantee arrangement for the purchase of Verenex at the time the definitive agreement is signed. The MOU provides that the transaction is conditional on completion by the LIA, prior to signing a definitive agreement, its due diligence review of Verenex, finalization of a definitive agreement and receipt of all requisite regulatory, court and shareholder approvals. The LIA has represented in the MOU that the transaction has received all necessary Libyan government approvals. The MOU will be filed on SEDAR at www.sedar.com. Verenex expects the transaction will be completed by way of a plan of arrangement.
The Verenex Board of Directors, after consulting with its financial and legal advisors, has unanimously determined that the proposed transaction represents the best alternative reasonably available to Verenex and its shareholders and, in light of such available alternatives, is in the best interests of Verenex and the Verenex shareholders. The Board has therefore authorized and approved the MOU. Verenex has agreed to use its best endeavours to secure the agreement of its directors and officers and of its major shareholder, Vermilion Resources Ltd. (representing in aggregate approximately 45% of the outstanding common shares on a fully diluted basis), to support and vote in favor of the proposed transaction.
Commenting on the transaction, James D. McFarland, President and Chief Executive Officer of Verenex stated, "The Libyan Investment Authority is a highly respected Libyan institution with a solid track record of doing deals. Our focus has always been on doing the best for our shareholders and the Board of Verenex unanimously endorses this deal as in the best interests of Verenex shareholders."
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