CALGARY, Nov. 18 /CNW/ - Verenex Energy Inc. ("Verenex") (VNX - TSX) reported today it has filed an information circular with securities regulators in Canada respecting the proposed plan of arrangement involving the Libyan Investment Authority (the "LIA") pursuant to which the LIA, through a subsidiary, has agreed to acquire all of the Verenex shares issued and outstanding upon completion of the transaction at a price per share in cash equal to $7.09 plus the Working Capital Amount (as defined in the circular and currently estimated at approximately $0.15 per share, assuming completion of the arrangement on December 14, 2009). The final determination of the Working Capital Amount is subject to a number of factors, primarily the period of time for completion of the transaction, the rate of ongoing expenditures (primarily general and administrative expenses) and closing costs. The circular is available on the SEDAR website at www.sedar.com. Securityholders of record on November 17, 2009 will receive a paper copy of the circular by mail.
The circular includes a copy of the interim order granted by the Court of Queen's Bench of Alberta on November 13, 2009 and the opinion of FirstEnergy Capital Corp. as to the fairness, from a financial point of view, of the consideration to be received by the shareholders of Verenex.
The special meeting of the securityholders of Verenex will be held on December 11, 2009 at the Calgary Petroleum Club, commencing at 9:00 a.m. All securityholders are encouraged to vote in person or by proxy. Details on how to vote are contained in the circular.
Completion of the proposed arrangement is conditional on securityholder approval of 75% of the votes cast at the meeting, court and regulatory approvals and the satisfaction of certain other customary conditions. The LIA has represented in the arrangement agreement that the arrangement has received all necessary Libyan government approvals.
The board of directors of Verenex (the "Board") has carefully considered the arrangement. Based on advice from financial and legal advisors, the Board has determined that, in light of the alternatives reasonably available to Verenex, the consideration to be received under the arrangement is fair and the arrangement is in the best interests of Verenex and its securityholders. Accordingly, the Board has approved the Arrangement Agreement and recommends that securityholders vote FOR the arrangement. The background to, and reasons for, the Board's determinations are set out in the circular.
Verenex is a Canada-based, international oil and gas exploration and production company with a world-class discovered resource base and exploration portfolio in the Ghadames Basin in Libya.
Forward-Looking Information and Statements
This press release contains forward-looking statements respecting the completion of an arrangement of Verenex. These statements are based on current expectations and are subject to a number of risks and uncertainties, including obtaining all requisite court and regulatory approvals and other risks as discussed in the press release, that could materially affect timing for the completion of the proposed transaction and the final Working Capital Amount. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in the securities of Verenex should not place undue reliance on these forward-looking statements.
SOURCE VERENEX ENERGY INC.
For further information: For further information: Jim McFarland, President & CEO, Verenex Energy Inc., Telephone: (403) 536-8009 or Ken Hillier, Chief Financial Officer, Verenex Energy Inc., Telephone: (403) 536-8005, www.verenexenergy.com