Afren plc ("Afren") (LSE: AFR) and Black Marlin Energy Holdings Limited ("Black
Marlin") (TSX VENTURE:BLM) are pleased to announce that they have entered into a
definitive agreement (the " Agreement") providing for the acquisition of Black
Marlin by Afren. The combined company delivers a complementary portfolio
extension and high growth exploration opportunities leveraging Afren's
significant production growth.


Mr. Schmitt, the Chief Executive Officer of Black Marlin stated:

"East Africa is an emerging basin that will benefit immensely from the
collaborative efforts of Black Marlin and Afren. We look forward to working with
partners that are as passionate about African exploration as we are."


Mr. Osman Shahenshah, the Chief Executive Officer of Afren stated:

"The acquisition of Black Marlin offers a compelling strategic fit with Afren's
existing portfolio and provides strong opportunities for growth. Black Marlin
has exposure to numerous high impact exploration assets which, combined with
Afren's cash generative West African production base and development
capabilities, is a complementary extension to our established West African
platform. We believe that the terms of the transaction are attractive for
shareholders of both Afren and Black Marlin and we look forward to the
successful completion of the Acquisition."


Summary of the Transaction

Under the terms of the Agreement, each Black Marlin shareholder will receive
0.3647 of a common share of Afren for each common share of Black Marlin held,
which represents a premium of approximately 42.9% based on the twenty day
weighted average trading price of the Black Marlin shares on the TSX Venture
Exchange and a Canadian Dollar per British Pound exchange rate of 1.54. The
transaction will be completed pursuant to a scheme of arrangement (the
"Arrangement") under the laws of the British Virgin Islands Upon completion of
the Arrangement, Black Marlin would become a wholly-owned subsidiary of Afren.
Upon completion of the Arrangement, Black Marlin security holders will own
approximately 7.9% of the combined entity and Afren security holders will own
approximately 92.1% of the combined entity.


The proposed transaction is subject to a number of regulatory, court and
shareholder approvals by both Black Marlin and Afren shareholders. Black Marlin
expects to hold a shareholder meeting in August 2010. A proxy statement is
expected to be mailed to shareholders of Black Marlin in July 2010.


Complete details of the combination are set out in the Agreement, which will be
filed by Black Marlin on SEDAR.


Irrevocable undertakings and holdings

Afren has received irrevocable undertakings to accept the acquisition and vote
in favour of the Arrangement from the directors of Black Marlin and certain
officers and other shareholders of Black Marlin in respect of a total of 111.3
million Black Marlin shares representing approximately 55% percent of the
existing issued share capital of Black Marlin. These irrevocable undertakings
are terminable only upon the termination of the Arrangement Agreement in
accordance with its terms.


Highlights of the Combined Entity

Management of both Afren and Black Marlin expect that the combination will
provide many benefits, including the following: 




--  Immediately establishes an enlarged pan African platform, balancing high
    impact exploration with an established cash generative production base
    (Afren's current production of 21,000 boepd expected to increase to
    60,000 boepd H1 2011) 
--  An enlarged exploration inventory with numerous drilling catalysts in
    Ethiopia, Kenya, Madagascar, Seychelles, Ghana, Cote d'Ivoire, Nigeria
    and Congo Brazzaville - offering geological and geographic diversity 
--  Combined portfolio of 27 assets across nine countries with net 2P
    reserves and contingent resources of 113 mmboe and net prospective
    resources of approximately 2,340 mmboe 
--  Six exploration wells expected to be drilled on Black Marlin acreage
    through 2012, targeting 910 mmboe with four further wells expected on
    Afren's existing West African acreage 
--  Delivers a complementary portfolio extension and high growth
    opportunities to leverage Afren's significant production growth 
--  Expected to unlock further East African opportunities via the retention
    of Black Marlin's team 



Recommendation

Black Marlin has engaged RBC Capital Markets Inc. and GMP Securities L.P. as its
financial advisors in connection with the Acquisition. 


The Directors of Black Marlin, who have so received financial advice from RBC
Capital Markets, consider the terms of the Acquisition to be fair and reasonable
and unanimously recommend Black Marlin shareholders vote in favour of the
Arrangement, as they have agreed to do in respect of their own beneficial
interests in Black Marlin shares. RBC Capital Markets has provided an opinion to
the Board of Directors of Black Marlin that the exchange ratio is fair, from a
financial point of view, to Black Marlin shareholders. 


Analyst Conference Call

Afren will be hosting a conference call for analysts at 09:30 EST on Wednesday,
2 June 2010. To participate please dial +44 (0) 20 8515 2302 quoting "Afren
Conference Call." The accompanying presentation will be available from 09:00 EST
at www.afren.com. For those who wish to participate in a listen only mode, the
call can also be accessed on the company's website.


A replay facility will be available shortly afterwards on +44 (0) 20 7959 6720,
access code 142966 as well as on the company's website from 13:00 EST.


About Afren plc:

Afren is an African focused independent oil and gas exploration and production
company listed on the main market of the London Stock Exchange. Afren is
currently producing from its assets offshore Nigeria and Cote d'Ivoire, with a
significant appraisal and development project due onstream in 2010 from Nigeria.
Afren has operated exploration interests in Ghana, Cote d'Ivoire and Nigeria,
with minority exploration interests in Congo Brazzaville and the Joint
Development Zone of Nigeria - Sao Tome & Principe. For further information
please refer to www.afren.com.


CIBC World Markets plc acted as exclusive financial advisor to Afren on the
Acquisition.


About Black Marlin Energy Holdings Limited:

Black Marlin Energy is an independent exploration and appraisal company listed
on the TSX Venture Exchange (ticker symbol: BLM). The company holds 12
exploration blocks in Kenya, Ethiopia, Madagascar and the Seychelles. Its
strategy is to focus on exploration opportunities where the potential for large
discoveries exists in under-explored basins. 


Forward Looking Statements:

This press release includes "forward-looking statements" within the meaning of
Canadian securities laws, including Canadian Securities Administrators' National
Instrument 51-102 Continuous Disclosure Obligations. Forward-looking statements
are commonly identified by such terms and phrases as "would", "may", "will",
"expects" or "expected to" and other terms with similar meaning indicating
possible future events or actions or potential impact on the businesses or
shareholders of Afren Plc and Black Marlin Energy Holdings Limited. Such
statements include, but are not limited to, statements about the anticipated
benefits, savings and synergies of the merger of Black Marlin into Afren,
including future financial and operating results. The plans, objectives,
expectations and intentions of the combined company, the future development of
the combined company's business, and the contingencies and uncertainties to
which Afren and Black Marlin may be subject and other statements that are not
historical facts. The press release also includes information that has not been
reviewed by the independent auditors of Afren or Black Marlin. There is no
assurance that the proposed transaction contemplated in this press release will
be completed at all, or completed upon the same terms and conditions described. 


The following factors, among others, could cause actual results to differ
materially from those set forth in the forward-looking statements: the ability
to obtain required approvals of the merger on the proposed terms and schedule;
the failure of the shareholders of Black Marlin to approve the merger; the risk
that the businesses will not be integrated successfully; the risk that the cost
savings and any revenue synergies from the merger may not be fully realized or
may take longer to realize than expected; and disruption from the merger making
it more difficult to maintain relationships with the regulatory agencies,
employees or suppliers. Additional factors that could cause results to differ
materially from those described in the forward-looking statements can be found
in the periodic reports filed by. 


All forward-looking statements in this press release are expressly qualified by
information contained in each company's filings with regulatory authorities and
neither company undertakes to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise.


Black Marlin Shareholders are urged to read the proxy statement regarding the
proposed transaction when it becomes available, because it will contain
important information. Shareholders will be able to obtain a free copy of the
proxy statement/management information circular, as well as other filings
containing information about Afren, without charge, at the LSE internet site.


BluMetric Environmental (TSXV:BLM)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more BluMetric Environmental Charts.
BluMetric Environmental (TSXV:BLM)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more BluMetric Environmental Charts.