Oslo, 12 July 2012 -- DNO International ASA ("DNO International"), the Norwegian oil and gas company, announced today that based on recent news from Calvalley Petroleum Inc. ("Calvalley") (TSX: CVI.A), it has currently decided not to proceed with its proposed all-cash offer (the "Offer") to acquire Calvalley at a price of CAD 2.30 per Class A common share.
DNO International previously announced on 5 July 2012 its intention to commence the Offer on or about 12 July 2012 by way of publication of an advertisement and filing of a formal take-over bid circular. At that time, DNO International had not received any meaningful engagement from Calvalley's board of directors or senior management to its approaches, including an offer letter dated 7 June 2012, and therefore felt compelled to bring instead its offer directly to the Calvalley shareholders.
Following DNO International's announcement, Calvalley in turn disclosed on 6 July 2012 that it had received from one of its partners a Notice of Material Terms and Conditions (the "Notice") that set forth the provisions under which such partner intends to dispose of its 25 percent working interest in Block 9, Republic of Yemen ("Block 9") to a third party. Calvalley further disclosed that under Block 9's joint operating agreement, the existing partners have the option to match the offer and acquire either all or their proportionate share of the working interest to be assigned and that the Calvalley board of directors would meet immediately to consider its options.
The opportunity by Calvalley to match the offer on Block 9 may help explain Calvalley's previous reluctance to enter into any meaningful dialogue.
DNO International looks forward to learning Calvalley's response to the Notice before determining whether or how best to engage in a constructive dialogue towards any transaction.
DNO International ASA is an Oslo-listed, Middle East and North Africa focused oil and gas company holding stakes in 17 licenses in various stages of exploration, development and production both onshore and offshore in the Kurdistan Region of Iraq, the Republic of Yemen, the Sultanate of Oman, the United Arab Emirates and the Tunisian Republic. http://www.dno.no
Oslo, 12 July 2012
DNO International ASA
Queries: Tom Bratlie (firstname.lastname@example.org or tel: +47 905 21 904)
This news release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding DNO International's intention not to proceed with the Offer, Calvalley's intentions with respect to the Notice and DNO International's and Calvalley's ongoing relationship. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond DNO International's control including, without limitation, uncertainty related to Calvalley's future plans and ability to carry out and complete such future plans. Readers are cautioned that the foregoing list of risk factors is not exhaustive. DNO International's actual results, performance or achievements may differ materially from those expressed in, or implied by this forward-looking information and, accordingly, no assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that DNO International will derive therefrom.
Information in this news release concerning Calvalley is based entirely on publicly available sources and has not been independently verified by DNO International. DNO International assumes no responsibility for the accuracy or completeness of such information.
Note: All financial figures are in Canadian dollars unless noted otherwise.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities will be made absent registration under, or an exemption from the registration requirements of, applicable securities laws.
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: DNO International ASA via Thomson Reuters ONE