Sinopec International Petroleum Exploration and Production Corporation announces C$52.80 per share cash offer to acquire Addax Petroleum Corporation



    BEIJING, June 24 /CNW/ - Sinopec International Petroleum Exploration and
Production Corporation ("SIPC") announced today that it has entered into a
definitive agreement (the "Acquisition Agreement") with Addax Petroleum
Corporation ("Addax Petroleum") pursuant to which SIPC will make an offer to
acquire all the outstanding common shares of Addax Petroleum (on a fully
diluted basis) by way of a negotiated take-over bid (the "Offer") for C$52.80
per share in cash. 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 Acquisition Agreement has received unanimous support from the Board
of Directors of Addax Petroleum. Formal documentation relating to the
take-over bid is expected to be mailed by SIPC in early July 2009. In
connection with the Offer, AOG Holdings B.V., Addax Petroleum's largest
shareholder, 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 tender all of their Addax Petroleum shares to the
Offer. In addition, the senior management and the directors of Addax Petroleum
have agreed to do the same. Completion of the Offer is subject to certain
governmental approvals but is not conditional on financing.
    The acquisition of Addax Petroleum is a transformational transaction,
which SIPC believes will further enable it to achieve its strategic objective
to build a stronger presence and operations in West Africa and Iraq,
accelerating its international growth strategy as well as optimizing its
offshore oil and gas asset portfolio. According to Addax Petroleum's publicly
disclosed records, Addax Petroleum had 536 million barrels of proved and
probable oil reserves as at 31 December 2008 and average production of
approximately 140,000 barrels of oil per day (equivalent to 7 million tons per
year) in 2008. In addition, Addax Petroleum's exploration potential,
particularly in offshore deepwater exploration projects, will provide a strong
platform for SIPC's ongoing growth and development.
    SIPC is committed to corporate social responsibility. Addax Petroleum's
existing management and employees have demonstrated their exceptional quality
and skill in developing Addax Petroleum, and SIPC plans to retain them all.
Furthermore, SIPC intends to build on Addax Petroleum's success and help
create jobs and help contribute to the local economic development, while also
fostering greater international career opportunities for SIPC staff.
    Credit Suisse is acting as exclusive financial advisor to SIPC, and
Vinson & Elkins LLP and Stikeman Elliott LLP are acting as legal counsel to
SIPC.

    THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER
TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ANY
SOLICITATION AND THE OFFER TO BUY THE COMMON SHARES OF ADDAX PETROLEUM WILL BE
MADE ONLY PURSUANT TO A TAKE-OVER BID CIRCULAR AND RELATED MATERIALS THAT WILL
BE FILED ON SEDAR. ADDAX PETROLEUM SHAREHOLDERS AND OTHER INVESTORS SHOULD
CAREFULLY READ THOSE MATERIALS WHEN ISSUED, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF SUCH OFFER.

    This news release includes statements about expected future events that
are forward looking in nature and subject to risks and uncertainties. Readers
are cautioned not to place undue reliance on forward-looking statements, as
there can be no assurance that the future circumstances, outcomes or results
anticipated in or implied by such forward-looking statements will occur or
that plans, intentions or expectations upon which the forward-looking
statements are based will occur. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that circumstances,
events or outcomes anticipated or implied by forward looking statements will
not occur. These risks and uncertainties include, among other things: risks
associated with the ability to obtain any necessary approvals, waivers,
consents, court orders and other requirements necessary or desirable to permit
or facilitate the proposed transaction (including, regulatory and
securityholder approvals); the risk that any applicable conditions of any of
the proposed transactions may not be satisfied; volatility of and assumptions
regarding oil and gas prices; fluctuations in currency and interest rates;
product supply and demand; market competition; risks inherent in marketing
operations (including credit risks); imprecision of reserves estimates and
estimates of recoverable quantities of oil, natural gas and liquids; the
ability to access external sources of debt and equity capital; the timing and
the costs of well and pipeline construction; the ability to secure adequate
product transportation; changes in laws or regulations or the interpretations
of such laws or regulations; applicable political and economic conditions; the
risk of war, hostilities, civil insurrection, political instability and
terrorist threats; risks associated with existing and potential future
lawsuits and regulatory actions; and other risks and uncertainties described
from time to time in the reports and filings made with securities regulatory
authorities by Addax Petroleum. Although SIPC believes that the expectations
represented by such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct. Readers are
cautioned that the foregoing list of important factors is not exhaustive. SIPC
undertakes no obligation to update forward-looking statements if circumstances
or Addax Petroleum's management's estimates or opinions should change except
as required by applicable securities laws.





For further information:

For further information: Sinopec International Petroleum Exploration and
Production Corporation: Mr. Xianliang Geng, Email: xlgeng@sipc.cn

Organization Profile

SINOPEC INTERNATIONAL PETROLEUM EXPLORATION AND PRODUCTION CORPORATION

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