Chaparral and Lukoil Agree to Merge

Chaparral Resources, an independent exploration and development company operating in Kazakhstan, announced that it has entered into a definitive agreement with LUKOIL Overseas Holding to effect a merger into a wholly owned subsidiary of Russian major Lukoil. On the effective date of this merger, all issued and outstanding common stock of Chaparral will be exchanged for $5.80 per share in cash, resulting in a payment to minority shareholders of approximately $88.646 million.

The transaction is subject to the approval of a meeting of stockholders. At the meeting, which Chaparral expects will be held in May, the approval of 50 percent of the outstanding shares will be required to vote in favor of the merger for it to become effective. Closing is subject to certain other conditions, including the receipt of all regulatory approvals and consents.

Subject to stockholder approval and satisfaction of conditions precedent to the merger agreement, the proposed transaction should be finalized in May.

Chaparral has a total net 60-percent interest in ZAO Karakudukmunay, which holds a governmental license to develop the Karakuduk field in western Kazakhstan.