HOUSTON, Aug. 29 /PRNewswire/ -- United Energy Group Limited (HK: 467.HK) ("United Energy") announced today that it has extended the expiration date for its previously announced cash tender offer for all of the outstanding shares of 15% senior redeemable convertible preferred stock (CUSIP Nos. 89376N207; 89376N306) (the "Senior Preferred Stock") and 20% junior redeemable convertible preferred stock (CUSIP Nos. 89376N405; 89376N504) (the "Junior Preferred Stock" and, together with the Senior Preferred Stock, "Preferred Stock") of Transmeridian Exploration Incorporated ("Transmeridian"). The expiration date for the tender offer, which was previously 12:00 midnight, New York City time, on August 29, 2008, will be extended until 5:00 p.m., New York City time, on September 22, 2008, unless further extended. There is no change to the withdrawal rights, which will expire at 12:00 midnight, New York City time, on August 29, 2008.
As of 5:00 p.m., New York City time, on August 29, 2008, approximately 185,881 shares of the Junior Preferred Stock and approximately 61,316 shares of the Senior Preferred Stock had been validly tendered into the tender offer and not withdrawn.
All other material terms of the tender offer, which are set forth in the Offer to Purchase that was mailed to each holder of Preferred Stock on August 4, 2008, remain unchanged.
The tender offer is being made in accordance with the Investment Agreement, dated as of June 11, 2008 (as amended, the "Investment Agreement"), between United Energy and Transmeridian. Prior to commencement of the tender offer, United Energy reached agreement with certain significant holders of Preferred Stock to acquire approximately 83% of the outstanding shares of the Senior Preferred Stock and approximately 74% of the outstanding shares of the Junior Preferred Stock (the "Purchase Agreements") and is conducting the tender offer to acquire the outstanding shares of Preferred Stock not subject to the Purchase Agreements.
Completion of the tender offer is conditioned on, among other things, (i) acceptance by holders of at least 90% of each series of Preferred Stock, including any shares of Preferred Stock to be purchased by United Energy under the Purchase Agreements, (ii) receipt of necessary government approvals, (iii) the approval by the holders of Transmeridian's common stock and holders of United Energy's ordinary shares of the matters described in the Offer to Purchase and (iv) the successful closing of Transmeridian Exploration Inc.'s concurrent exchange offer and consent solicitation. The successful completion of the tender offer is a condition precedent to the completion of the transactions between United Energy and Transmeridian.
The Offer to Purchase and related tender offer documents have not been reviewed by, or filed with, any federal or state securities commission or regulatory authority, and no such commission or authority has passed upon the accuracy or adequacy of the Offer to Purchase or related tender offer documents. Any representation to the contrary is unlawful and may be a criminal offense.
Citi is acting as Dealer Manager for the tender offer. Questions may be directed to Citi at (800) 558-3745 (Toll Free from the U.S.).
About United Energy Group Limited
United Energy is principally focused on the production of oil and natural gas, primarily targeting investments in oil and gas fields globally with proved or probable reserves and significant upside reserve potential. United Energy holds certain participating interests in an oilfield project in Bohai Bay Basin in the People's Republic of China, and it is focused on geographical diversification from which it can form a portfolio of oil and gas resources in the People's Republic of China, Kazakhstan and Russia.
About Transmeridian Exploration Incorporated
Transmeridian is an independent energy company established to acquire and develop oil reserves in the Caspian Sea region of the former Soviet Union. Transmeridian primarily targets fields with proved or probable reserves and significant upside reserve potential. Transmeridian currently has projects in Kazakhstan and southern Russia; its main asset is a 100% interest in the South Alibek field in western Kazakhstan.
Cautionary Statement
This press release is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Transmeridian. Any offers to purchase or solicitation of offers to sell any securities of Transmeridian will be made only pursuant to an offer to purchase and related tender offer documents, which have been mailed by United Energy to holders of Preferred Stock. Holders of Preferred Stock are advised to read these documents and any other documents relating to the tender offer carefully and in their entirety because they will contain important information. Transmeridian stockholders may obtain copies of these documents for free by calling Global Bondholder Services Corporation, the information agent for the tender offer, at (866) 470-3700 (Toll Free from the U.S.).
This press release contains forward-looking statements. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements involve certain risks and uncertainties that are difficult to predict and are based upon assumptions as to future events that may not prove to be accurate. Although United Energy believes the assumptions underlying the forward-looking statements contained herein are reasonable, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate.
