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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BluMetric Environmental Inc | TSXV:BLM | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.10 | 21.28% | 0.57 | 0.55 | 0.56 | 0.57 | 0.47 | 0.47 | 258,705 | 20:26:22 |
Afren plc ("Afren") (LSE: AFR) and Black Marlin Energy Holdings Limited ("Black Marlin") (TSX VENTURE:BLM) are pleased to announce that they have entered into a definitive agreement (the " Agreement") providing for the acquisition of Black Marlin by Afren. The combined company delivers a complementary portfolio extension and high growth exploration opportunities leveraging Afren's significant production growth. Mr. Schmitt, the Chief Executive Officer of Black Marlin stated: "East Africa is an emerging basin that will benefit immensely from the collaborative efforts of Black Marlin and Afren. We look forward to working with partners that are as passionate about African exploration as we are." Mr. Osman Shahenshah, the Chief Executive Officer of Afren stated: "The acquisition of Black Marlin offers a compelling strategic fit with Afren's existing portfolio and provides strong opportunities for growth. Black Marlin has exposure to numerous high impact exploration assets which, combined with Afren's cash generative West African production base and development capabilities, is a complementary extension to our established West African platform. We believe that the terms of the transaction are attractive for shareholders of both Afren and Black Marlin and we look forward to the successful completion of the Acquisition." Summary of the Transaction Under the terms of the Agreement, each Black Marlin shareholder will receive 0.3647 of a common share of Afren for each common share of Black Marlin held, which represents a premium of approximately 42.9% based on the twenty day weighted average trading price of the Black Marlin shares on the TSX Venture Exchange and a Canadian Dollar per British Pound exchange rate of 1.54. The transaction will be completed pursuant to a scheme of arrangement (the "Arrangement") under the laws of the British Virgin Islands Upon completion of the Arrangement, Black Marlin would become a wholly-owned subsidiary of Afren. Upon completion of the Arrangement, Black Marlin security holders will own approximately 7.9% of the combined entity and Afren security holders will own approximately 92.1% of the combined entity. The proposed transaction is subject to a number of regulatory, court and shareholder approvals by both Black Marlin and Afren shareholders. Black Marlin expects to hold a shareholder meeting in August 2010. A proxy statement is expected to be mailed to shareholders of Black Marlin in July 2010. Complete details of the combination are set out in the Agreement, which will be filed by Black Marlin on SEDAR. Irrevocable undertakings and holdings Afren has received irrevocable undertakings to accept the acquisition and vote in favour of the Arrangement from the directors of Black Marlin and certain officers and other shareholders of Black Marlin in respect of a total of 111.3 million Black Marlin shares representing approximately 55% percent of the existing issued share capital of Black Marlin. These irrevocable undertakings are terminable only upon the termination of the Arrangement Agreement in accordance with its terms. Highlights of the Combined Entity Management of both Afren and Black Marlin expect that the combination will provide many benefits, including the following: -- Immediately establishes an enlarged pan African platform, balancing high impact exploration with an established cash generative production base (Afren's current production of 21,000 boepd expected to increase to 60,000 boepd H1 2011) -- An enlarged exploration inventory with numerous drilling catalysts in Ethiopia, Kenya, Madagascar, Seychelles, Ghana, Cote d'Ivoire, Nigeria and Congo Brazzaville - offering geological and geographic diversity -- Combined portfolio of 27 assets across nine countries with net 2P reserves and contingent resources of 113 mmboe and net prospective resources of approximately 2,340 mmboe -- Six exploration wells expected to be drilled on Black Marlin acreage through 2012, targeting 910 mmboe with four further wells expected on Afren's existing West African acreage -- Delivers a complementary portfolio extension and high growth opportunities to leverage Afren's significant production growth -- Expected to unlock further East African opportunities via the retention of Black Marlin's team Recommendation Black Marlin has engaged RBC Capital Markets Inc. and GMP Securities L.P. as its financial advisors in connection with the Acquisition. The Directors of Black Marlin, who have so received financial advice from RBC Capital Markets, consider the terms of the Acquisition to be fair and reasonable and unanimously recommend Black Marlin shareholders vote in favour of the Arrangement, as they have agreed to do in respect of their own beneficial interests in Black Marlin shares. RBC Capital Markets has provided an opinion to the Board of Directors of Black Marlin that the exchange ratio is fair, from a financial point of view, to Black Marlin shareholders. Analyst Conference Call Afren will be hosting a conference call for analysts at 09:30 EST on Wednesday, 2 June 2010. To participate please dial +44 (0) 20 8515 2302 quoting "Afren Conference Call." The accompanying presentation will be available from 09:00 EST at www.afren.com. For those who wish to participate in a listen only mode, the call can also be accessed on the company's website. A replay facility will be available shortly afterwards on +44 (0) 20 7959 6720, access code 142966 as well as on the company's website from 13:00 EST. About Afren plc: Afren is an African focused independent oil and gas exploration and production company listed on the main market of the London Stock Exchange. Afren is currently producing from its assets offshore Nigeria and Cote d'Ivoire, with a significant appraisal and development project due onstream in 2010 from Nigeria. Afren has operated exploration interests in Ghana, Cote d'Ivoire and Nigeria, with minority exploration interests in Congo Brazzaville and the Joint Development Zone of Nigeria - Sao Tome & Principe. For further information please refer to www.afren.com. CIBC World Markets plc acted as exclusive financial advisor to Afren on the Acquisition. About Black Marlin Energy Holdings Limited: Black Marlin Energy is an independent exploration and appraisal company listed on the TSX Venture Exchange (ticker symbol: BLM). The company holds 12 exploration blocks in Kenya, Ethiopia, Madagascar and the Seychelles. Its strategy is to focus on exploration opportunities where the potential for large discoveries exists in under-explored basins. Forward Looking Statements: This press release includes "forward-looking statements" within the meaning of Canadian securities laws, including Canadian Securities Administrators' National Instrument 51-102 Continuous Disclosure Obligations. Forward-looking statements are commonly identified by such terms and phrases as "would", "may", "will", "expects" or "expected to" and other terms with similar meaning indicating possible future events or actions or potential impact on the businesses or shareholders of Afren Plc and Black Marlin Energy Holdings Limited. Such statements include, but are not limited to, statements about the anticipated benefits, savings and synergies of the merger of Black Marlin into Afren, including future financial and operating results. The plans, objectives, expectations and intentions of the combined company, the future development of the combined company's business, and the contingencies and uncertainties to which Afren and Black Marlin may be subject and other statements that are not historical facts. The press release also includes information that has not been reviewed by the independent auditors of Afren or Black Marlin. There is no assurance that the proposed transaction contemplated in this press release will be completed at all, or completed upon the same terms and conditions described. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain required approvals of the merger on the proposed terms and schedule; the failure of the shareholders of Black Marlin to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer to realize than expected; and disruption from the merger making it more difficult to maintain relationships with the regulatory agencies, employees or suppliers. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed by. All forward-looking statements in this press release are expressly qualified by information contained in each company's filings with regulatory authorities and neither company undertakes to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Black Marlin Shareholders are urged to read the proxy statement regarding the proposed transaction when it becomes available, because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement/management information circular, as well as other filings containing information about Afren, without charge, at the LSE internet site.
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