PetroKazakhstan Announces Further Details Regarding Sale to CNPC International Ltd.
12 September 2005 - 4:00PM
PR Newswire (US)
CALGARY, Sept. 12 /PRNewswire-FirstCall/ -- PetroKazakhstan Inc.
announced today that it will hold a special meeting of shareholders
in Calgary, Alberta on October 18, 2005 for shareholders to vote on
the proposed arrangement whereby a Canadian subsidiary of CNPC
International Ltd. will acquire all of the outstanding common
shares of PetroKazakhstan for US$55.00 cash per share (the
"Arrangement"). The total transaction value is approximately
US$4.18 Billion. A record date of September 16, 2005 has been fixed
by the Board of Directors of the Company for shareholders to
receive notice of, and vote at, the special meeting. An information
circular describing the Arrangement is expected to be mailed to
shareholders and filed with the relevant securities regulators on
September 19, 2005. The timing of the record date and meeting date
is subject to PetroKazakhstan obtaining an interim order from the
Court of Queen's Bench of Alberta. The Board of Directors of the
Company, upon the advice of the Special Committee, has recommended
that shareholders vote in favour of the Arrangement on October 18,
2005. As previously disclosed, CNPCI agreed to consider an
alternative proposal (the "Spin-off Proposal") which would have
allowed shareholders to elect to receive, instead of US$55.00 cash
per share, cash consideration of US$54.00 per share and one share
of a newly-formed oil and gas company that would seek oil and gas
development opportunities in Central Asian countries other than
Kazakhstan (the "Central Asian Opportunity"). Having considered the
Spin-off Proposal, CNPCI has now advised PetroKazakhstan that it
does not wish to proceed with the Spin-off Proposal as part of the
Arrangement. CNPCI has informed PetroKazakhstan that it has chosen
not to proceed with the Spin-off Proposal due in particular to the
potential impact on its transaction structuring and planning, the
liabilities that it believes would potentially have been retained
or incurred by PetroKazakhstan following the Arrangement, and
concerns regarding the impact on the timing of the Arrangement.
Accordingly, the Arrangement will proceed on the basis of CNPCI's
offer of US$55.00 cash per share. To ensure that PetroKazakhstan's
shareholders will be entitled to participate in the Central Asian
Opportunity if the Arrangement is not successfully completed, CNPCI
has agreed that PetroKazakhstan may continue to incur certain costs
related to the ongoing development of the Central Asian Opportunity
up to the effective date of the Arrangement. In addition, CNPCI has
agreed that the Company's Chairman and Chief Executive Officer and
certain other members of the Company's management may pursue the
Central Asian Opportunity if the Arrangement is successfully
completed. The Special Committee and the Board of Directors of the
Company have also determined that they do not object to the pursuit
of the Central Asian Opportunity by these executives in the event
that the Arrangement is successfully completed. More detailed
information concerning the Arrangement, the Special Committee's
deliberations and general background with respect to the
Arrangement will be set forth in the information circular to be
mailed next week. PetroKazakhstan Inc. is a vertically integrated,
international energy company, celebrating its eighth year of
operations in the Republic of Kazakhstan. The Company is engaged in
the acquisition, exploration, development and production of oil and
gas, the refining of crude oil and the sale of oil and refined
products. PetroKazakhstan shares trade in the United States on the
New York Stock Exchange, in Canada on The Toronto Stock Exchange,
in the United Kingdom on the London Stock Exchange and in Germany
on the Frankfurt Exchange under the symbol PKZ. As of December 27,
2004, PetroKazakhstan shares began trading on the Kazakhstan
exchange under the symbol CA_PKZ. The Company's website can be
accessed at http://www.petrokazakhstan.com/. The Toronto Stock
Exchange has neither approved nor disapproved the information
contained herein. DATASOURCE: PetroKazakhstan Inc. CONTACT: Ihor P.
Wasylkiw, Vice President Investor Relations, (403) 221-8658, (403)
383-2234 (cell); Jeffrey D. Auld, Vice President, Treasurer, + 44
(1753) 410-020, + 44 79-00-891-538 (cell)
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