RE: Trading Halt - Big News? Is this the rumored major acquisition?
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Certainly is, and retroactive to January 01, 2012 !
Here comes the Share offering ...bring it on my check book is ready !
Talk about an agressive acquisition, good thing Mommy is there to help !
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Excerpt:
Oando Energy Resources signs agreements to acquire ConocoPhillips Nigerian assets for US$1.79 billion
Oando Energy Resources Inc. ("OER" or the "Company") (TSX: OER), a company focused on oil exploration and production in Nigeria and the Gulf of Guinea is pleased to announce that it has entered into an agreement with ConocoPhillips to acquire ConocoPhillips' Nigerian businesses for a total cash consideration of approximately US$1.79 billion, subject to customary adjustments (the "Proposed Acquisition")
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OER will be hosting a conference call to discuss the transaction on Friday, December 21(st), 2012 at 10:00 a.m. Eastern Standard Time. To access the conference call, please dial 1-888-231-8191. If dialing internationally (outside of North America) the conference call can be accessed by calling 1-647-427-7450. Participants must request the Oando Energy Resources Acquisition Conference Call.
A replay of the conference call will be available through December 28(th), 2012. To access the replay, dial 1-855-859-2056 (North America) or 1-416-849-0833 (International) and enter reservation number 83403657 followed by the number sign.
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STRUCTURE OF THE PROPOSED TRANSACTION
The Company established four wholly owned subsidiaries which have entered into agreements with ConocoPhillips for the Proposed Acquisition for a total cash consideration of approximately US$1.79 billion, subject to customary adjustments.
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Upon signing of the Sale and Purchase Agreements, the Company paid a cash deposit of US$435 million ("Deposit") to ConocoPhillips. The payment of the Deposit was financed by a US$345 million loan ("Oando Loan") from Oando Plc, a company which owns 94.6% of the shares of OER ("Oando"), and US$90 million funded through secured bridge loans, each of which is guaranteed by Oando, from local Nigerian banks. The Oando Loan has a maturity of 120 days (subject to extension in certain circumstances) and an annual interest rate of LIBOR plus 10.5% (subject to increase in certain circumstances).
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Pursuant to the Oando Loan, OER has agreed, provided that requisite shareholder approval is obtained in accordance with Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions and Toronto Stock Exchange ("TSX") approval and shareholder approval is obtained in accordance with (but not limited to) Section 501(c) of the TSX Company Manual, that the Oando Loan will be convertible, at Oando's option, into newly issued common shares of OER ("OER Shares") at the lower of (i) the 5 trading day volume-weighted average price ("5 day VWAP") of an OER Share on the TSX for the 5 trading days immediately following the date hereof; and (ii) the 5 day VWAP of an OER Share on the TSX for the 5 trading days immediately preceding, but not including, the date upon which Oando provides notice to OER that it wishes to convert the Oando Loan into OER Shares. The issuance of any OER Shares pursuant to the exercise by Oando of the conversion feature will be subject to TSX approval.
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It is expected that the remainder of the Purchase Price for the Proposed Acquisition (approximately US$1.355 billion) will be financed by way of equity and debt, including private placements of equity-linked securities and a follow-on offering of OER shares. In addition, it is expected that US$800 million of senior secured loans will be provided by a syndicate of international and Nigeria banks.
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Closing of the Proposed Acquisition is subject to customary conditions including the receipt (or waiver, in accordance with the Sale and Purchase Agreements) of all approvals or consents from any governmental authority; and the waiver or non-exercise of rights of first refusal, if any with respect to the shares to be acquired by OER, and the assets underlying such shares.
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In the event that the Proposed Acquisition does not close, the Deposit is refundable to OER (including where there is a breach by ConocoPhillips in any material respect of its covenants under the Sale and Purchase Agreements) except in the following limited circumstances: (i) a breach by OER in any material respect of its covenants under the Sale and Purchase Agreements or (ii) if the closing does not occur because of failure for any reason to obtain all approvals or consents required by law from any governmental authority under applicable petroleum laws of Nigeria