Oil and Gas News

Sinopec Commences Take-Over Bid For Addax Petroleum

Addax Petroleum Corporation (“Addax Petroleum” or the “Corporation”) (TSX: AXC and LSE: AXC), today announced that Mirror Lake Oil and Gas Company Limited (“Mirror Lake”), an indirect wholly-owned subsidiary of Sinopec International Petroleum Exploration and Production Corporation (“SIPC”), has today commenced its offer for Addax Petroleum (the “Offer”) and mailed the Offer and take-over bid circular (the “Offer Documentation”) as well as the Addax Petroleum directors’ circular, containing the Addax Petroleum board’s unanimous recommendation to accept the Offer, to Addax Petroleum shareholders. On June 24, 2009, SIPC and Addax Petroleum reached an agreement for Mirror Lake to make an offer to acquire all of Addax Petroleum’s outstanding common shares for C$52.80 per common share in an all-cash transaction. 

The Offer is subject to a number of conditions including valid acceptances by holders of not less than 66 2/3 per cent of Addax Petroleum shares on a fully diluted basis and receipt of certain regulatory approvals, including the government of The People’s Republic of China. The Offer is expected to close in the third quarter of 2009.

Addax Petroleum Directors Circular, July 9, 2009

Takeover Bid Circular, July 9, 2009

About Addax Petroleum Corporation:
Addax Petroleum is an international oil and gas exploration and production company with a strategic focus on West Africa and the Middle East. Addax Petroleum is one of the largest independent oil producers in West Africa. Further information about Addax Petroleum is available at www.addaxpetroleum.com or at www.sedar.com.

Reader Advisory:
This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of an offer to sell, dispose, issue purchase, acquire or subscribe for any security. The Offer (including any variation or extension in accordance with applicable securities laws) is being made exclusively by means of, and subject to the terms and conditions set out in the Offer Documentation to be delivered to Addax Petroleum shareholders and filed with the Canadian provincial securities regulators and the UK Listing Authority. Shareholders of Addax Petroleum should read these materials carefully as they contain important information, including the terms and conditions of the Offer. The Offer Documentation as well as the Addax Petroleum directors’ circular will be available electronically without charge at www.sedar.com.

Reader Advisory Regarding Forward-Looking Information:
Certain statements contained in this news release, including statements that contain words such as “may”, “will”, “would”, “could”, “should”, “anticipate”, “believe”, “intend”, “expect”, “plan”, “estimate”, “budget”, “outlook”, “propose”, “project”, and statements relating to matters that are not historical fact constitute forward-looking information within the meaning of applicable Canadian securities legislation.  In this news release, forward-looking information and statements include: mailing of the Offer Documentation and Addax Petroleum directors’ circular, conditions that the Offer is subject to, including government approvals, and anticipated completion of the Offer.

The forward-looking information in this news release is subject to known and unknown risks and uncertainties and other factors and assumptions, which include, but are not limited to: risk that the Offer will not be completed as anticipated or at all, risk that one or more of the conditions to which the Offer is subject will not be met, and risk of delay in completion of the Offer. In addition, Addax Petroleum is subject to risks and uncertainties attendant with oil and gas operations, including imprecision of reserves and resources estimates; ultimate recovery of reserves; commodity prices; general economic, market and business conditions; industry capacity; competitive action by other companies; refining and market margins; the ability to produce and transport crude oil to markets; weather and climate conditions; results of exploration and development drilling and other related activities; fluctuation in interest rates and foreign currency exchange rates; ability of suppliers to meet commitments; actions by governmental authorities, including increases in taxes; decisions or approvals of administrative tribunals; changes in environmental and other regulations; international political events; and expected rates of return. More specifically, production may be affected by exploration success, start-up timing and success, facility reliability, reservoir performance and natural decline rates, water handling and drilling progress. Capital expenditures may be affected by cost pressures associated with new capital projects, including labour and material supply, project management, drilling rig rates and availability and seismic costs.

The Corporation’s actual results could differ materially from those anticipated in these forward-looking statements if the assumptions underlying them prove incorrect, or if one or more of the uncertainties or risks described above materializes.  Risk factors are discussed in greater detail in filings made by Addax Petroleum with the Canadian provincial securities commissions.

Readers are strongly cautioned that the above list of factors affecting forward-looking information is not exhaustive.  Further, forward-looking statements are made as at the date they are given and, except as required by applicable law, Addax Petroleum does not intend, and does not assume any obligation, to update any forward-looking statements, whether as a result of new information or otherwise. The forward-looking statements contained in this news release are expressly qualified by this advisory.
For additional information, please contact :
Mr. Craig Kelly
Investor Relations
Tel.: +41 (0) 22 702 95 68
craig.kelly@addaxpetroleum.com

Mr. Chad O’Hare
Investor Relations
Tel.: +41 (0) 22 702 94 10
chad.o’hare@addaxpetroleum.com

Ms. Marie-Gabrielle Cajoly
Press Relations
Tel.: +41(0) 22 702 94 44
marie-gabrielle.cajoly@addaxpetroleum.com

Mr. Nick Cowling
Press Relations
Tel.: +1 (416) 934 80 11
nick.cowling@cossette.com

Mr. Mark Antelme
Press Relations
Tel.: +44 (0) 20 3178 6242
mark.antelme@pelhampr.com
This announcement does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, common shares of Addax Petroleum to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia or Japan.

The offer and sale of the common shares has not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of common shares of Addax Petroleum is being made in the United States.

Certain statements in this announcement are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties described in the Prospectus that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.
SOURCE: addax petroleum

Web site: http:// www.addaxpetroleum.com
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Tags: Addax Petroleum, bid, Sinopec, Take-Over