MAUREL & PROM : APPROVAL OF THE FINAL TERMS OF THE PROPOSED MERGER WITH MPI
(Thomson Reuters ONE) -
Paris, 16 October 2015
No. 21-15
APPROVAL OF THE FINAL TERMS OF THE PROPOSED MERGER
Definitive parity: 1.75 MPI shares per Maurel & Prom share
(after payment of an extraordinary dividend of ?0.45 per share to MPI
shareholders)
Approval of the final terms by the Board of Directors
In generally unfavourable market conditions for the commodities sector, the
Board of Directors, meeting yesterday, acknowledged the deterioration in the
forward price of oil and one-off production problems in Gabon. This led the
Board to recommend that shareholders, at the General Shareholders' Meeting to be
held on 17 December 2015, approve the merger by absorption of MPI at the
recommended exchange parity, i.e. 1.75 MPI shares per Maurel & Prom share.
This transaction is part of the Company's wider strategy to play a leading role
in the move to consolidate the oil juniors sector in Europe. All companies in
the industry acknowledge this need and are exploring their options.
Independently, and outside of the scope of the proposed merger, Maurel & Prom
has obtained an adjustment to the contractual financial conditions with its
banks, which should allow the Company to fulfil its commitments at the close of
the fiscal year.
Final terms of the proposed merger by Maurel & Prom and MPI's Boards of
Directors: definitive exchange parity of 1.75 MPI shares per Maurel & Prom share
The Boards of Directors of Maurel & Prom and MPI have unanimously (i) voted to
confirm the principle of the merger by absorption of MPI by Maurel & Prom
announced on 27 August 2015, (ii) approved the final terms and conditions for
the transaction as well as the terms of the proposed merger, and (iii) decided
to convene their shareholders to a General Shareholders' Meeting to be held on
17 December 2015 to approve the proposed merger.
The Boards of Directors of Maurel & Prom and MPI came to this decision having
reviewed the positive recommendations of their respective ad hoc committees set
up in accordance with the preliminary conclusions of the Merger Auditors
appointed by the Chairman of the Paris Commercial Court, and, for MPI, the
conclusions of Associés en Finance, the appointed independent expert.
The adopted exchange parity was determined taking a multi-criteria approach
based on the discounted future cash flow method, taking into account the
macroeconomic context as well as recent events for both companies (in Gabon and
Tanzania for Maurel & Prom and in Nigeria for MPI) and on the stock market
prices of both companies before the merger was announced.
Based on these analyses, the parity set by the Boards of Directors of Maurel &
Prom and MPI is 1.75 MPI shares per Maurel & Prom share, or 7 MPI shares for 4
Maurel & Prom shares.
This final exchange parity factors in an extraordinary dividend of ?0.45 for
each MPI share with dividend rights. This extraordinary dividend will be subject
to approval of MPI shareholders during the 17 December 2015 Ordinary General
Shareholders' Meeting. This dividend is the maximum amount that MPI can pay
based on its distributable reserves.
The report of the independent expert appointed by MPI, Associés en Finance, will
be available on MPI's website as soon as possible. It includes its opinion on
the fairness of the exchange parity adopted for the merger.
The Merger Auditors' reports will be made available to shareholders on the
websites of both companies as soon as possible after the companies have received
them.
The companies will make the following documents available to their shareholders
via their websites:
* the merger treaty, once it is filed with the Clerk of the Paris Commercial
Court;
* an information document regarding the transaction, once this document is
filed by the AMF; and
* updates of both companies' 2014 Annual Reports, once these documents are
filed with the AMF.
The Notice of Meeting for each company's General Shareholders' Meeting will be
published in accordance with applicable laws and regulations. In accordance with
AMF recommendations, the reports of the Boards of Directors of Maurel & Prom and
MPI to its General Shareholders' Meetings will be available on each company's
website on the same day that the Notice of Meeting is published in the Bulletin
des Annonces Légales Obligatoires (BALO)).
In addition to approval by the shareholders of Maurel & Prom and MPI, the
transaction requires confirmation by the French Financial Markets Authority
(AMF) that the merger does not legally oblige Pacifico to file a compulsory
buyout offer for both Maurel & Prom and MPI pursuant to Article 236-6 of the
General Regulations of the AMF.
According to the proposed schedule, the merger should be approved on 17 December
2015 and definitively completed on 23 December 2015, with retroactive effect
from 1 January 2015.
The shareholders of both companies will be notified when the documents and
information referred to above, relating to both companies, are available on
their websites.
Important information
This press release does not constitute and shall not be construed as an offer or
the solicitation of an offer to purchase, sell or exchange any securities of
MAUREL & PROM or MPI. In particular, it does not constitute an offer or the
solicitation of an offer to purchase, sell or exchange of securities in any
jurisdiction (including the US, the United Kingdom, Australia, Canada and Japan)
in which it would be unlawful or subject to registration or qualification under
the laws of such jurisdiction.
This business combination is made for the securities of a foreign company, and
is subject to disclosure requirements of a foreign country that are different
from those of the United States. Financial statements included in any of the
documents made available to the public in the context of the business
combination have been prepared in accordance with foreign accounting standards
that may not be comparable to the financial statements of United States
companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the US federal securities laws, since the issuer is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the U.S. securities
laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a U.S. court's judgment.
In connection with the proposed transaction, the required information documents
will be filed with the Autorité des Marchés Financiers ("AMF"). Investors and
shareholders are strongly advised to read, when available, the information
documents that have been filed with the AMF because they will contain important
information.
Shareholders and investors may obtain free copies of documents filed with the
AMF at the AMF's website at www.amf-france.org or directly from MAUREL & PROM's
website (www.maureletprom.fr) or MPI's website (www.mpienergy.fr).
For more information: www.maureletprom.fr
MAUREL & PROM
Tel: 01 53 83 16 00
Press, shareholder and investor relations contact
Tel: 01 53 83 16 45
ir(at)maureletprom.fr
This document may contain forward-looking statements regarding the financial
position, results, business and industrial strategy of Maurel & Prom. By nature,
forward-looking statements contain risks and uncertainties to the extent that
they are based on events or circumstances that may or may not happen in the
future. These projections are based on assumptions we believe to be reasonable,
but which may prove to be incorrect and which depend on a number of risk factors
such as, fluctuations in crude oil prices, changes in exchange rates,
uncertainties related to the valuation of our oil reserves, actual rates of oil
production and the related costs, operational problems, political stability,
legislative or regulatory reforms, or even wars, terrorism and sabotage.
Maurel & Prom is listed for trading on compartment A of Euronext Paris
CAC® mid 60 - SBF120® - CAC® Mid & Small - CAC® All-Tradable - CAC® All-Share -
CAC PME - EnterNext(©) PEA-PME 150
Isin FR0000051070 / Bloomberg MAU.FP / Reuters MAUP.PA
MAU_PAR_16OCT15_EN.pdf:
http://hugin.info/155421/R/1959301/714108.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Maurel & Prom via GlobeNewswire
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