Central Asian Industrial Holdings, N.V.
Central Asian Industrial Holdings, N.V. offers to acquire control of Hurricane Hydrocarbons Ltd.
Toronto (ots-PRNewswire) -
Central Asian Industrial Holdings, N.V. ("CAIH") today announced that it has submitted a proposal to acquire 18.4 million Class A Common Shares of Hurricane Hydrocarbons Ltd. ("HHL") at a cash price of Cdn.$10.25 per share. CAIH currently holds approximately 30%, or 23.9 million of HHL's outstanding Class A Common Shares.
If the offer is successful, CAIH would hold a majority of HHL's outstanding Class A Common Shares. The offer price represents a premium of 22% over the weighted average closing prices of the Common Shares on The Toronto Stock Exchange over the 20-trading day period ended yesterday. The value of the offer is approximately Cdn$189 million.
In a letter to HHL, CAIH stated: "We believe that this transaction is in the best interests of all shareholders of HHL because it provides them with a significant premium over recent market prices. At the same time, HHL shareholders will be able to participate, through the retention of a portion of their shareholdings, in the upside potential that CAIH will strive to realise in HHL. We believe that this transaction, when completed, will stimulate HHL's current and future operations."
The offer will be subject to certain conditions, including CAIH holding a majority of the Common Shares at expiry; HHL's shareholder rights plan having been removed, waived or rendered inapplicable with respect to the offer; CAIH having received all necessary approvals and consents with respect to the offer; and no material changes having occurred at HHL (including changes in its capitalisation and in the compensation of management outside of the ordinary course).
CAIH currently holds approximately 30% of HHL's Outstanding Class A Common Shares. Accordingly, the offer is an "insider bid" under applicable Canadian securities laws. This requires that a valuation of the Common Shares be prepared under the supervision of an independent committee of the board of directors of HHL. CAIH has requested that HHL take immediate action to establish an independent committee and to promptly engage an independent valuator to prepare the valuation.
CAIH has also requested that HHL refrain from taking any action, such as entering into any agreement or understanding, that could deprive HHL's shareholders of an opportunity to consider and respond to the offer.
CAIH will mail to the HHL shareholders an offering circular containing the details of the offer promptly following receipt of the valuation.
CAIH has engaged BMO Nesbitt Burns Inc. to serve as its financial advisor for the transaction.
CAIH is a Netherlands Antilles-based investment holding company associated with the Kazkommertsbank group of companies in Kazakhstan. CAIH currently focuses its investment activities on companies operating in Kazakhstan in oil and gas, power generation and telecommunications. Besides its 30% share ownership in HHL, CAIH holds a 35% share in Nelson Resources Limited, a TSE-listed company with oil and gas interests in Kazakhstan.
Kazkommertsbank is Kazakhstan's leading private bank engaged in banking and financial services. Its shares are listed in Kazakhstan and London.
Mr. Warren Weeks
Phone +1 416 598 0055 (ext. 308)
Mobile +1 416 809 2608