Sinopec Unveils Takeover Offer for Addax Petroleum
Addax has entered into a definitive agreement with Sinopec International Petroleum Exploration and Production Corporation ("SIPC") pursuant to which SIPC has agreed, subject to the terms of the Support Agreement, to make an offer to acquire all of the outstanding common shares of Addax Petroleum by way of a negotiated take-over bid for C$52.80 per common share in cash.
The Offer represents a 47% premium to the closing market price on the TSX of the Addax Petroleum common shares on June 5, 2009, the day prior to Addax Petroleum's public announcement that it was in preliminary discussions with parties regarding a potential transaction. SIPC is a wholly owned subsidiary of China Petrochemical Corporation ("Sinopec Group") and undertakes overseas investments and operations in the upstream oil and gas sector. Sinopec Group is China's largest producer and supplier of oil products and major petrochemical products.
The Support Agreement provides for, among other things, customary provisions relating to support of Addax Petroleum's board of directors, non-solicitation and right to match covenants in favor of SIPC and the payment to SIPC of a termination fee of C$300 million if the acquisition is not completed in certain specified circumstances. The obligation of SIPC to take up and pay for Addax Petroleum common shares pursuant to the Offer is also subject to the receipt of certain approvals from the Government of The People's Republic of China. SIPC has agreed to pay a break-up fee of C$300 million in the event that all approvals required to be obtained by SIPC from the Government of The People's Republic of China have not been obtained by August 24, 2009 and Addax Petroleum elects to terminate the Support Agreement. The acquisition of the Addax Petroleum common shares is not conditional on financing.
In connection with the Offer, AOG Holdings BV, a wholly owned subsidiary of the Addax & Oryx Group Ltd, and Jean Claude Gandur, President and Chief Executive Officer of Addax Petroleum, have each entered into lock-up agreements with SIPC pursuant to which they have agreed to, among other things, tender their Addax Petroleum common shares to the Offer. Addax Petroleum's other senior officers and directors will also enter into lock-up agreements. The total lock-up agreements represent approximately 38% of outstanding Addax Petroleum common shares (calculated on a fully-diluted basis).
The Support Agreement also provides that if SIPC acquires not less than 66?% of the outstanding Addax Petroleum common shares under the Offer, SIPC will comply, or cause Addax Petroleum to comply, with the terms of the 3.75% convertible notes of Addax Petroleum due May 31, 2012.
Addax Petroleum's board of directors, after consulting with its financial and legal advisors, has unanimously determined that the Offer is fair to the holders of Addax Petroleum common shares and is in the best interests of Addax Petroleum and has recommended acceptance of the Offer by holders of Addax Petroleum common shares. RBC Capital Markets, the financial advisor to Addax Petroleum's board of directors, has provided an opinion that the consideration to be received by the holders of Addax Petroleum common shares under the Offer is fair, from a financial point of view, to such holders.
Commenting, Addax Petroleum's President and Chief Executive Officer, Jean Claude Gandur, said, "We are pleased that Sinopec has recognised the highly attractive asset portfolio and exceptional team that we have assembled at Addax Petroleum. The efforts and accomplishments that Addax Petroleum has achieved thus far will be built on through increased investment in the business and acceleration of development and exploration plans. While Addax Petroleum will cease to be a publicly traded company, we look forward to continuing our business in the countries in which we operate for the benefit of all stakeholders."
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