TransGlobe Energy Corp. Announces Termination of the Arrangement Agreement With Caracal Energy Inc. & Reintroduction of the P...
14 Abril 2014 - 8:49AM
Marketwired
TransGlobe Energy Corporation Announces Termination of the
Arrangement Agreement With Caracal Energy Inc. and Reintroduction
of the Previously Announced Dividend
CALGARY, ALBERTA--(Marketwired - Apr 14, 2014) - TransGlobe
Energy Corporation (TSX:TGL)(NASDAQ:TGA) ("TransGlobe" or the
"Company") announces the termination of the Arrangement Agreement
between TransGlobe and Caracal Energy Inc. ("Caracal") dated March
15, 2014 (the "Arrangement Agreement"), the reintroduction of the
proposed quarterly dividend announced on March 5, 2014, as well as
plans to declare and pay a special dividend to shareholders.
Caracal advised TransGlobe that it had received an unsolicited
cash offer to acquire all of the outstanding shares of Caracal from
Glencore Xstrata plc. Caracal further advised TransGlobe that the
unsolicited offer constituted a "Superior Proposal" under the terms
of the Arrangement Agreement. Accordingly, Caracal has terminated
the Arrangement Agreement and has paid TransGlobe the reverse
termination fee of US$9.25 million in accordance with the terms of
the agreement.
"We are extremely disappointed that such a great business
combination has been scuttled before the shareholders of both
TransGlobe and Caracal had the opportunity to enjoy the true
potential of the assets of the combined Companies," commented Mr.
Ross Clarkson- President & CEO of TransGlobe. "TransGlobe will
continue with its core strategy, which is to continue to grow our
Egypt business and looking for accretive opportunities to enhance
shareholder value."
The Company intends to proceed with obtaining the required
approvals for the previously announced (and subsequently suspended)
dividend of US$0.05/share per quarter to be paid from funds on
hand. In addition the Company will seek the required approvals to
pay a special dividend of US$0.10/share from the proceeds of the
reverse termination fee. Declaration and the payment of the
dividends are subject to stock exchange and bank lender approval.
The timing of the declaration and payment of the dividends will be
announced by the Company in due course.
TransGlobe Energy Corporation is a Calgary-based,
growth-oriented oil and gas exploration and development company
focused on the Middle East/North Africa region with production
operations in the Arab Republic of Egypt and the Republic of Yemen.
TransGlobe's common shares trade on the Toronto Stock Exchange
under the symbol TGL and on the NASDAQ Exchange under the symbol
TGA. TransGlobe's convertible debentures trade on the Toronto Stock
Exchange under the symbol TGL.DB.
Cautionary Statement to Investors:
This news release may include certain statements that may be
deemed to be "forward-looking statements" within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Such
statements relate to possible future events. All statements other
than statements of historical fact may be forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe" and similar expressions. These statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. Although
TransGlobe's forward-looking statements are based on the beliefs,
expectations, opinions and assumptions of the Company's management
on the date the statements are made, such statements are inherently
uncertain and provide no guarantee of future performance.
In particular, this press release contains forward-looking
statements regarding the Company's plans to issue a quarterly and a
special dividend to shareholders. Actual results may
differ materially from TransGlobe's expectations as reflected in
such forward-looking statements as a result of various factors,
many of which are beyond the control of the Company, including
obtaining bank lender and regulatory approval for the payment of
the proposed dividends. The ability of the Company to declare and
pay dividends in the future are subject to factors which include,
but are not limited to, unforeseen changes in the rate of
production from TransGlobe's oil and gas properties, changes in
price of crude oil and natural gas, adverse technical factors
associated with exploration, development, production or
transportation of TransGlobe's crude oil and natural gas reserves,
changes or disruptions in the political or fiscal regimes in
TransGlobe's areas of activity, changes in tax, energy or other
laws or regulations, changes in significant capital expenditures,
delays or disruptions in production due to shortages of skilled
manpower, equipment or materials, economic fluctuations, and other
factors beyond the Company's control.
With respect to forward-looking statements contained in this
press release regarding the Company's ability to pay dividends in
the future, assumptions have been made regarding, among other
things: the Company's ability to obtain qualified staff and
equipment in a timely and cost-efficient manner; the regulatory
framework governing royalties, taxes and environmental matters in
the jurisdictions in which the Company conducts and will conduct
its business; future capital expenditures to be made by the
Company; future sources of funding for the Company's capital
programs; geological and engineering estimates in respect of the
Company's reserves and resources; and the geography of the areas in
which the Company is conducting exploration and development
activities. TransGlobe does not assume any obligation to
update forward-looking statements if circumstances or management's
beliefs, expectations or opinions should change, other than as
required by law, and investors should not attribute undue certainty
to, or place undue reliance on, any forward-looking statements.
Please consult TransGlobe's public filings at www.sedar.com and
www.sec.gov/edgar.shtml for further, more detailed information
concerning these matters, including additional risks
related to TransGlobe's business.
TransGlobe Energy CorporationSteve LangmaidInvestor
Relations(403)
444-4787investor.relations@trans-globe.comwww.trans-globe.com
TransGlobe Energy (TSX:TGL)
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