United Energy Group Limited Commences US$76 Net Per Share Cash Tender Offer
For Preferred Stock of Transmeridian Exploration Incorporated
HOUSTON, Aug. 4 /PRNewswire/ -- United Energy Group Limited (HK: 467.HK)
("United Energy") announced today that it is commencing a cash tender offer
for all of the outstanding shares of 15% senior redeemable convertible
preferred stock (CUSIP Nos. 89376N207; 89376N306) and 20% junior redeemable
convertible preferred stock (CUSIP Nos. 89376N405; 89376N504) (together the
"Preferred Stock") of Transmeridian Exploration Incorporated (Amex: TMY)
("Transmeridian") for US$76.00 net per share in cash.
The tender offer is being made in accordance with the Investment
Agreement, dated as of June 11, 2008 (as amended, the "Investment Agreement"),
between United Energy and Transmeridian. United Energy has reached agreement
with certain significant holders of Preferred Stock to acquire approximately
83% of the outstanding shares of 15% senior redeemable convertible preferred
stock and approximately 74% of the outstanding shares of 20% junior redeemable
convertible preferred stock (the "Purchase Agreements"). United Energy is
commencing the tender offer to acquire the outstanding shares of Preferred
Stock not subject to the Purchase Agreements. The tender offer is scheduled
to expire at 12:00 midnight, New York City time, on Friday, August 29, 2008,
unless extended. The withdrawal rights will expire at 12:00 midnight, New
York City time, on Friday, August 29, 2008.
The Board of Directors of Transmeridian (the "Board") has unanimously
approved the Investment Agreement and the transactions contemplated thereby,
including the tender offer, and recommends to the holders of Preferred Stock
that they tender their shares of Preferred Stock into the tender offer. In
arriving at its position, the Board gave careful consideration to a number of
factors, including the fact that the closing of the tender offer is a
condition to the closing of the transactions contemplated by the Investment
Agreement, which the Board believes is in the best interests of Transmeridian.
In addition, the tender offer represents an attractive option to holders of
Preferred Stock in comparison to the current alternatives available to them.
The Preferred Stock is not registered on any exchange or over-the-counter
market and the trading volume of Preferred Stock has historically been very
low. Transactions in the Preferred Stock that have occurred in the past have
typically been effected in conditions where reliable market quotations have
not been available. Since a holder of Preferred Stock may find it difficult to
dispose of, or to obtain accurate quotations as to the market value of such
securities, the Board considers the tender offer to be an attractive option to
holders of Preferred Stock.
The terms and conditions of the tender offer are set forth in the Offer to
Purchase, which will be mailed to each holder of Preferred Stock. The tender
offer will be subject to a number of conditions, including (i) acceptance by
holders of at least 90% of each series of Preferred Stock, including any
shares of Preferred Stock to be purchased by United Energy under the Purchase
Agreements, (ii) receipt of necessary government approvals, (iii) the approval
by the holders of Transmeridian's common stock and holders of United Energy's
ordinary shares of the matters described in the Offer to Purchase and (iv) the
successful closing of Transmeridian Exploration Inc.'s concurrent exchange
offer and consent solicitation.
The successful completion of the tender offer is a condition precedent to
the completion of the transactions between United Energy and Transmeridian.
The Offer to Purchase and related tender offer documents have not been
reviewed by, or filed with, any federal or state securities commission or
regulatory authority, and no such commission or authority has passed upon the
accuracy or adequacy of the Offer to Purchase or related tender offer
documents. Any representation to the contrary is unlawful and may be a
criminal offense.
Advisors
Shearman & Sterling LLP is acting as legal counsel to United Energy in
relation to U.S. law. Citigroup Global Markets Inc. ("Citi") is acting as
exclusive financial advisor to United Energy and as dealer manager for the
tender offer. For additional information regarding the terms of the tender
offer, please contact Citi at (800) 558-3745 (Toll Free from the U.S.).
About United Energy Group Limited
United Energy is principally focused on the production of oil and natural
gas, primarily targeting investments in oil and gas fields globally with
proved or probable reserves and significant upside reserve potential. United
Energy holds certain participating interests in an oilfield project in Bohai
Bay Basin in the People's Republic of China, and it is focused on geographical
diversification from which it can form a portfolio of oil and gas resources in
the People's Republic of China, Kazakhstan and Russia.
About Transmeridian Exploration Incorporated
Transmeridian is an independent energy company established to acquire and
develop oil reserves in the Caspian Sea region of the former Soviet Union.
Transmeridian primarily targets fields with proved or probable reserves and
significant upside reserve potential. Transmeridian currently has projects in
Kazakhstan and southern Russia; its main asset is a 100% interest in the South
Alibek field in western Kazakhstan.
Cautionary Statement
Transmeridian currently intends to solicit proxies for use at the 2008
annual meeting, or at any adjournment or postponement thereof, to vote in
favor of approval and adoption of the Investment Agreement dated June 11,
2008, as amended, between Transmeridian and United Energy and certain other
matters related to the consummation of the transactions contemplated thereby
and to vote on any other matters that shall be voted upon at Transmeridian's
2008 annual meeting of stockholders. On August 4, 2008, Transmeridian filed a
preliminary proxy statement on Schedule 14A with the U.S. Securities and
Exchange Commission (the "SEC") in connection with this solicitation of
proxies. All Transmeridian common stockholders are strongly encouraged to
read the definitive proxy statement when it is available, because it will
contain important information. Transmeridian common stockholders may obtain
copies of the proxy statement and related materials, when they are available,
for free at the SEC's website at www.sec.gov.
The identity of people who, under SEC rules, may be considered
"participants in a solicitation" of proxies from Transmeridian stockholders
for use at Transmeridian's 2008 annual meeting and a description of their
direct and indirect interests in the solicitation, by security holdings or
otherwise, are contained in the preliminary proxy statement on Schedule 14A
that Transmeridian filed with the SEC on August 4, 2008.
This press release is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell any
securities of Transmeridian or United Energy. Any offers to purchase or
solicitation of offers to sell will be made only pursuant to an offer to
purchase and related tender offer documents, which are being mailed by United
Energy to holders of Preferred Stock. Holders of Preferred Stock are advised
to read these documents and any other documents relating to the tender offer
carefully and in their entirety because they will contain important
information. Transmeridian stockholders may obtain copies of these documents
for free by calling Global Bondholder Services Corporation, the information
agent for the tender offer, at (866) 470-3700 (Toll Free from the U.S.).
This press release contains forward-looking statements. All statements
contained in this press release that are not clearly historical in nature or
that necessarily depend on future events are forward-looking, and the words
"anticipate," "believe," "expect," "estimate," "plan" and similar expressions
are generally intended to identify forward-looking statements. These
statements are based on current expectations, estimates and projections of
Transmeridian's and United Energy's management and currently available
information. They are not guarantees of future performance, and investors are
cautioned that all forward-looking statements involve certain risks and
uncertainties that are difficult to predict and are based upon assumptions as
to future events that may not prove to be accurate. Many factors could cause
the actual results, performance or achievements of Transmeridian to be
materially different from those that may be expressed or implied by such
statements, including but not limited to those discussed in Transmeridian's
Annual Report on Form 10-K for the year ended December 31, 2007, as amended,
and other filings with the SEC. Although Transmeridian and United Energy
believe the assumptions underlying the forward-looking statements contained
herein are reasonable, there can be no assurance that the forward-looking
statements included in this press release will prove to be accurate.
SOURCE United Energy Group Limited
Rachel Zhang, Executive Director, United Energy Group Limited, (852) 2522
8287, Fax. (852) 2522 6938; Earl W. McNiel, CFO, Transmeridian Exploration
Incorporated, +1-713-458-1100, Fax: +1-713-781-6593, tmei@tmei.com
