Key Developments: Magellan Petroleum Corp (MPET.PH)
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1 May 2013
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Latest Key Developments (Source: Significant Developments)
Magellan Petroleum Corp Closes Convertible Preferred Issuance, Receives $23.5 Million in Proceeds
Magellan Petroleum Corp announced that on May 17, 2013 (the "Closing Date"), the Company closed the transaction contemplated by the Series A Convertible Preferred Stock Purchase Agreement (the "Series A Purchase Agreement") with One Stone Holdings II LP, an affiliate of One Stone Energy Partners LP (collectively, "One Stone"), a New York based private equity firm focused on investments in the oil and gas industry. The Company and One Stone had previously entered into this agreement on May 10, 2013. Pursuant to the terms of the Series A Purchase Agreement, on the Closing Date, the Company received $23.5 million in exchange for 19,239,734 shares of Series A Convertible Preferred Stock issued to One Stone. As part of the transaction, One Stone also appointed two new members to Magellan's Board of Directors. Effective as of the Closing Date, Robert Israel and Vadim Gluzman, each a managing member of One Stone, joined Magellan's board. Full Article
Magellan Petroleum Corp Signs Definitive Agreement For $23.5 Million of Convertible Preferred Stock Financing
Magellan Petroleum Corp announced that it has entered into a Series A Convertible Preferred Stock Purchase Agreement with One Stone Holdings II LP, an affiliate of One Stone Energy Partners LP. Pursuant to the terms of the Series A Purchase Agreement, upon the fulfillment of certain customary closing conditions, Magellan will issue and sell to One Stone 19,239,734 shares of Series A Convertible Preferred Stock for aggregate cash proceeds of $23,501,216. Including stockholder approval to the extent required by NASDAQ, each share of Series A Preferred Stock will be convertible into one share of Magellan's Common Stock at an initial conversion price of $1.22 per share, representing a 20% premium to the volume-weighted average closing price per share of Common Stock for the ten trading days preceding the signing of the Series A Purchase Agreement. Furthermore, the Company will pay no capital raising advisory fees or issue any warrants in relation to this transaction. The Company and One Stone anticipate that the closing of the transactions contemplated by the Series A Purchase Agreement will occur on or before May 22, 2013. The Company intends to use the proceeds of this transaction, in addition to the Company's $15 million in cash and equivalents at March 31, 2013, to fund the $10.0 to $20.0 million necessary for the drilling, completion, and execution of a CO2-enhanced oil recovery (CO2-EOR) pilot project at Poplar. Full Article
Lifshitz Law Firm Announces Investigation of Magellan Petroleum Corp
Lifshitz Law Firm announced an investigation into possible breaches of fiduciary duty in connection with the proposed vote scheduled for January 16, 2013 to approve the Magellan Petroleum Corp (Magellan), (MPET - News) 2012 Omnibus Incentive Compensation Plan (the 2012 Plan). Specifically, the maximum share authorization reserved for issuance under the 2012 Plan is 5,000,000 common shares, plus any remaining authorized common shares available under the 1998 Stock Incentive Plan. The increase in the number of shares of common stock could have a substantial dilutive effect on Magellan stock. Full Article
Magellan Petroleum Corp Announces New Stock Repurchase Program
Magellan Petroleum Corp announced that Board of Directors has approved a new stock repurchase program whereby the Company is authorized to repurchase up to a total of $2.0 million in shares of common stock. This authorization supersedes the prior plan announced by the Company on December 8, 2000, and will expire on August 21, 2014. The shares may be repurchased from time to time in open market or privately negotiated transactions, including compliance with securities laws. Stock repurchases may be funded with existing cash balances or internal cash flow. The stock repurchase program may be suspended or discontinued at any time. Full Article
Magellan Petroleum Corp Not To Pursue Proposal By Stratex Oil & Gas Holdings, Inc.
Magellan Petroleum Corp announced that its Board of Directors has carefully considered the unsolicited proposal by Stratex Oil & Gas Holdings, Inc. (OTCQB: STTX) (Stratex) that Stratex announced on August 28, 2012. After consulting with its financial and legal advisors, the Magellan Board has determined not to pursue the Stratex proposal. The proposal, as set forth in a letter from Stratex dated August 27, 2012, was a proposal to acquire each outstanding share of Magellan common stock for AUD 0.65 in cash and one share of Stratex common stock, the closing price for which as reported by the OTCQB on August 27, 2012, was AUD 1.65 per share. Full Article
Briscoe Law Firm and Powers Taylor, LLP Investigate Proposed Sale of Magellan Petroleum Corp to Stratex Oil & Gas Holdings
Former United States Securities and Exchange Commission attorney Willie Briscoe and the securities litigation firm of Powers Taylor, LLP are investigating the proposed sale of Magellan Petroleum Corp (Magellan Petroleum) to Stratex Oil & Gas Holdings for shareholders. Under the proposed transaction, Magellan shareholders will only receive $2.30 in cash for each share of Magellan Petroleum stock owned. The transaction is valued at approximately $124 million. The investigation centers on the conduct of Magellan Petroleum’s Board of Directors in considering an offer by Stratex Oil & Gas after previous acquisition negotiations did not result in a definitive deal. Specifically, the firms are investigating whether Magellan Petroleum shareholders would receive adequate compensation for their shares in the proposed buyout, whether the transaction undervalues Magellan Petroleum stock, whether the board is properly negotiating a higher share price for the shareholders, and whether the board has employed an adequate process to review and act on the proposed transaction. Full Article
Faruqi & Faruqi, LLP Is Seeking More Cash For Shareholders Of Magellan Petroleum Corp
Faruqi & Faruqi, LLP, a national securities firm headquartered in New York City, is investigating the Board of Directors of Magellan Petroleum Corporation for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to Stratex Oil & Gas Holdings in an all-cash deal valued at approximately $124 million. Under the terms of the proposed transaction, Magellan’s stockholders will receive $2.30 in cash for each share of Magellan common stock they own. The proposed transaction is structured as a tender offer and may be effectuated without a shareholder vote. Whether Magellan’s Board of Directors breached their fiduciary duties to the Company’s stockholders by failing to conduct an adequate and fair sales process prior to agreeing to this proposed transaction, whether the proposed transaction undervalues Magellan’s shares and by how much this proposed transaction undervalues the Company to the detriment of Magellan’s shareholders are the key focus of this investigation. Full Article
Harwood Feffer LLP Announces Investigation Of Magellan Petroleum Corp.
Harwood Feffer LLP announced that it is investigating potential claims against the board of directors of Magellan Petroleum Corp. (Magellan or the Company) concerning the proposal to acquire the Company by Stratex Oil & Gas (Stratex) in a transaction valued at approximately $124 million. On August 28, 2012, Stratex publicly announced that it had offered acquire Magellan after the CEOs of both companies had failed to come to terms on a deal. Under the proposal, Magellan shareholders would receive $2.30 per share held. Our investigation concerns whether the Magellan board of directors is fulfilling its fiduciary duties in evaluating and responding to the proposal Full Article
Levi & Korsinsky, LLP Announces Investigation into Possible Breaches of Fiduciary Duty by Board of Magellan Petroleum Corp
Levi & Korsinsky announced that it is investigating the Board of Directors of Magellan Petroleum Corp (Magellan or the Company) for possible breaches of fiduciary duty and other violations of state law in connection with the proposed sale of the Company to Stratex Oil & Gas Holdings. Under the terms of the proposed transaction, Magellan shareholders would receive $2.30 for each share of Magellan stock they own. The proposed transaction has a total approximate value of $124 million. The investigation concerns whether the Board of Directors is engaging in adequate process to review the proposed transaction, and whether the consideration to be paid would be fair and adequate. Full Article
Stratex Oil & Gas Holdings Inc Announces Offer To Acquire Magellan Petroleum Corp
Stratex Oil & Gas Holdings Inc announced that it has made an offer to acquire Magellan Petroleum for $2.30 per share in cash and stock. The offer was made in a letter to Magellan's CEO with a copy to the Board of Directors on August 27 ,2012 after the CEOs of the two companies had previously discussed Stratex's interest in acquiring Magellan, but had failed to come to any definitive understanding. At $2.30 per share, the offer provides a 137% premium to Magellan's shareholders based on Friday's closing price of $.97 and is 34% above Magellan's 52-week high of $1.72. The total value of the transaction is approximately $124 million. Stratex is fully committed to pursuing this transaction, and has secured committed financing to complete the cash portion of the offer. Full Article
UPDATE 1-Vitol-led Blueknight to operate West Texas pipeline
* To connect with Magellan-operated Longhorn toward Houston
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