Citadel Capital, the leading private equity firm in the Middle East and Africa with US$ 9 billion in investments under control, issued today the following statement regarding revised terms of sale for the National Petroleum Company Egypt:
Golden Crescent Investments Ltd. (Golden Crescent), a Citadel Capital Opportunity-Specific Fund, signed on 6 January 2012, a share purchase agreement to sell 100% of its interest in National Petroleum Company Egypt Limited (NPC Egypt), a wholly owned Portfolio Company, to Sea Dragon Energy Inc. (Sea Dragon), a Calgary-based exploration and development company.
Sea Dragon announced on 8 March 2012 that it had reached a non-binding understanding with Golden Crescent regarding revised terms for the transaction.
Under the revised terms, Sea Dragon would purchase all of the issued and outstanding shares of NPC Egypt for consideration including US $87.5 million of common shares of Sea Dragon, to be satisfied through the issuance of 437.5 million Sea Dragon common shares, and US$ 60 million of redeemable, convertible, non-voting preferred shares.
The value of the closing consideration payable by Sea Dragon to Golden Crescent under the revised terms therefore remains unchanged at US$ 147.5 million.
The preferred shares will bear a preferred cumulative dividend at 7% per annum for the first 12 months after issuance, 10% per annum for the following nine months and 12% per annum thereafter until converted or redeemed.
The revised terms for the transaction are expected to be reflected in an amended share purchase agreement to be negotiated between the parties and thus remain subject to possible further amendment.
It is anticipated that Sea Dragon will have 50 days from the execution of an amended share purchase agreement to complete the transaction (subject to a 10-day extension), while Golden Crescent will have a 40-day non-exclusivity period to seek alternative proposals without any: (a) penalty or payment in favor of Sea Dragon of the previously contemplated termination fee; and (b) right of Sea Dragon to match any alternative proposals.
The key terms of the transaction otherwise remain substantially unchanged.
The revised terms of sale are subject to certain conditions precedent, among them the completion of the International Finance Corporation’s proposed US$ 40 million financing of Sea Dragon, which was announced on 31 January 2012. Volatile local and international conditions could affect the conclusion of the transaction.