HOUSTON, Aug. 29 TX-United-Energy
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 (Amex: TMY)
("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and not withdrawn.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.
SOURCE United Energy Group Limited
