Wednesday, June 24, 2009

BIG News: Sinopec Makes A Bid For Addax, ERHC Says

Without addressing the issue of its concessions under the joint venture with Addax, ERHC Energy released a statement this morning confirming that an agreement has been reached for the Swiss player to be acquired for $52.80 a share, a 47% premium over the June 9 share price, by Sinopec, the sixth-largest oil company in the world and the second-largest in China. The price is protected by a $300 million termination fee, Addax said.

ERHC Energy has a 22% interest in Block 2 of the Nigeria-Sao Tome & Principe Joint Development Zone (JDZ), where Sinopec is the operator, and a 19.5% interest in Block 4, where Addax is the operator. ERHC Energy helped arrange the relationship that now prevails, it said in the 9:38AM EDT press release, forwarded to us by Mark St. Amour.

The move by Sinopec brings into sharp focus the Chinese demand for oil and its perspicacity in seeking a deal at a time when oil prices and share price are depressed.

A Dow Jones/Wall Street Journal report on June 19 noted the probable acquisition and said the company will begin drilling Block
2 very early in July:

The TransOcean SEDCO-702 deepwater rig is due to arrive at Block 2 around July 1 and drilling will start immediately afterwards, said an official with the JDZ.

ERHE rose just $0.01 on today's news, to $0.66, still $0.03 below its recent high of $0.69 but far ahead of its January price of $0.11.

The company said with a muted sense of jubilation that the Blocks 2 and 4 drilling schedules set for the third quarter of this year could begin as early as July, although we doubt it. The company says the offer/buyout would have no impact on the schedule.

ERHC Energy Inc. Responds to Announcement of Planned Acquisition of Addax Petroleum by Sinopec Corp.

HOUSTON, June 24, 2009 – ERHC Energy Inc. (OTCBB: ERHE), a publicly traded American company with oil and gas assets in the highly prospective Gulf of Guinea off the coast of West Africa, today responded to the announcement of an agreement for Sinopec Corp. to acquire Addax Petroleum.

Sinopec and Addax are longtime technical partners of ERHC Energy. ERHC was instrumental in helping both companies establish a presence in the JDZ and has worked closely with them on issues related to oil and gas exploration. Sinopec is the operator of Joint Development Zone (JDZ) Block 2, in which ERHC has a 22 percent interest. Addax is the operator of JDZ Block 4, in which ERHC has a 19.5 percent interest.

“Today’s announcement is the start of an intensive process, which we expect will be beneficial for all parties involved,” said Peter Ntephe, chief operating officer with ERHC. “Most important for ERHC is that we have been assured that today’s announcement will have no impact on the commencement of exploratory drilling in JDZ Blocks 2 and 4.”

According to the operators, drilling in JDZ Blocks 2 and 4 is scheduled for the third quarter and could begin as early as July.

Here is the Addax press release:

Calgary, June 24, 2009 /CNW/ - Addax Petroleum Corporation ("Addax Petroleum" or the "Corporation") (TSX: AXC and LSE: AXC) announced today that it has entered into a definitive agreement (the "Support Agreement") with Sinopec International Petroleum Exploration and Production Corporation ("SIPC") pursuant to which SIPC has agreed, subject to the terms of the Support Agreement, to make an offer to acquire all of the outstanding common shares of Addax Petroleum by way of a negotiated take-over bid (the "Offer") for C$52.80 per common share in cash.

The Offer represents a 47% premium to the closing market price on the TSX of the Addax Petroleum common shares on June 5, 2009, the day prior to Addax Petroleum's public announcement that it was in preliminary discussions with parties regarding a potential transaction. SIPC is a wholly owned subsidiary of China Petrochemical Corporation ("Sinopec Group") and undertakes overseas investments and operations in the upstream oil and gas sector. Sinopec Group is China's largest producer and supplier of oil products and major petrochemical products.

The Support Agreement provides for, among other things, customary provisions relating to support of Addax Petroleum's board of directors, non-solicitation and right to match covenants in favour of SIPC and the payment to SIPC of a termination fee of C$300 million if the acquisition is not completed in certain specified circumstances.

The obligation of SIPC to take up and pay for Addax Petroleum common shares pursuant to the Offer is also subject to the receipt of certain approvals from the Government of The People's Republic of China. SIPC has agreed to pay a break-up fee of C$300 million in the event that all approvals required to be obtained by SIPC from the Government of The People's Republic of China have not been obtained by August 24, 2009 and Addax Petroleum elects to terminate the Support Agreement. The acquisition of the Addax Petroleum common shares is not conditional on financing.

In connection with the Offer, AOG Holdings BV, a wholly owned subsidiary of the Addax & Oryx Group Ltd, and Jean Claude Gandur, President and Chief Executive Officer of Addax Petroleum, have each entered into lock-up agreements with SIPC pursuant to which they have agreed to, among other things, tender their Addax Petroleum common shares to the Offer. Addax Petroleum's other senior officers and directors will also enter into lock-up agreements. The total lock-up agreements represent approximately 38% of outstanding Addax Petroleum common shares (calculated on a fully-diluted basis).

The Support Agreement also provides that if SIPC acquires not less than 66⅔% of the outstanding Addax Petroleum common shares under the Offer, SIPC will comply, or cause Addax Petroleum to comply, with the terms of the 3.75% convertible notes of Addax Petroleum due May 31, 2012.

Addax Petroleum's board of directors, after consulting with its financial and legal advisors, has unanimously determined that the Offer is fair to the holders of Addax Petroleum common shares and is in the best interests of Addax Petroleum and has recommended acceptance of the Offer by holders of Addax Petroleum common shares. RBC Capital Markets, the financial advisor to Addax Petroleum's board of directors, has provided an opinion that the consideration to be received by the holders of Addax Petroleum common shares under the Offer is fair, from a financial point of view, to such holders.

Commenting, Addax Petroleum's President and Chief Executive Officer, Jean Claude Gandur, said: "We are pleased that Sinopec has recognised the highly attractive asset portfolio and exceptional team that we have assembled at Addax Petroleum. The efforts and accomplishments that Addax Petroleum has achieved thus far will be built on through increased investment in the business and acceleration of development and exploration plans. While Addax Petroleum will cease to be a publicly traded company, we look forward to continuing our business in the countries in which we operate for the benefit of all stakeholders."

Formal documentation relating to the take-over bid is expected to be mailed by SIPC in early July 2009. The Offer will be open for acceptance for a period of not less than 35 days and will be conditional upon, among other things, valid acceptance of the Offer by Addax Petroleum shareholders owning not less than 66 2/3% of the outstanding Addax Petroleum common shares (calculated on a fully-diluted basis).

In addition, the Offer will be subject to certain customary conditions, relevant regulatory approvals including the receipt of approval from the Government of The People's Republic of China and the absence of any material adverse change with respect to Addax Petroleum. SIPC may waive certain conditions of the Offer in certain circumstances. If the Offer is successful, SIPC has agreed to take steps available to it under relevant securities laws to acquire any remaining outstanding Addax Petroleum common shares.

RBC Capital Markets is acting as financial advisor and Fasken Martineau DuMoulin LLP is acting as legal counsel to Addax Petroleum and Osler, Hoskin & Harcourt LLP is acting as legal counsel to the Board of Directors of Addax Petroleum.

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