Chaparral Resources and Lukoil enter into a definitive agreement to merge
2006年3月13日 - 10:03PM
PRニュース・ワイアー (英語)
WHITE PLAINS, NY, March 13 /PRNewswire-FirstCall/ -- Chaparral
Resources, Inc. (OTCBB: CHAR), an exploration and development
company operating in Kazakhstan, today announced that it has
entered into a definitive agreement with LUKOIL Overseas Holding
Ltd. ("Lukoil") dated March 13, 2006 to effect a merger into a
wholly owned subsidiary of 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
expected to be held in May 2006. At this meeting the approval of
50% of the outstanding shares will be required to vote in favour of
the merger for it to become effective. Closing is subject to
certain other conditions including the receipt of all regulatory
approvals and consents. The merger agreement contains customary
provisions prohibiting Chaparral from soliciting any other
acquisition proposals but allows the Board of Directors to
recommend a superior proposal if it is required to do so to avoid
breaching its fiduciary duties and upon payment of a termination
fee of $2.5 million plus costs, subject to a maximum amount of $3
million. A Special Committee of the Board of Directors has
negotiated the terms of the agreement with Lukoil. The Special
Committee has retained independent counsel and received a fairness
opinion from its independent financial advisor, Petrie Parkman
& Co., Inc. The financial advisor to the Special Committee has
advised that the offer to shareholders of Chaparral is fair, from a
financial point of view. Subject to stockholder approval and
satisfaction of conditions precedent to the merger agreement, the
proposed transaction is expected to complete in May 2006. For
further information, please contact:
---------------------------------------- Boris Zilbermints, CEO
Tel: +7 3172 591 100 Chaparral Resources, Inc. Charles Talbot, CFO
Tel: +44 20 7495 8908 Chaparral Resources, Inc. Investor Relations
Jan Moir, Vice President Tel: +1 416-868-1079 CHF Investor
Relations Fax: +1 416-868-6198 Notes: Chaparral Resources, Inc. is
an independent oil and gas exploration and development company. It
has a total net 60% interest in ZAO Karakudukmunay ("KKM") that
holds a governmental licence to develop the Karakuduk field in
western Kazakhstan. DATASOURCE: Chaparral Resources, Inc. CONTACT:
Jan Moir, 1-866-559-3822,
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