Endeavour to Acquire Norwegian Entity.HOUSTON -- Endeavour International Corporation (AMEX AMEX See: American Stock Exchange :END) announced today that its subsidiary Endeavour Energy Norge AS has entered into an agreement to acquire a majority interest in OER OER Office of Extramural Research (US NIH) OER Open Educational Resources OER Officer Evaluation Report OER Optimized Edge Routing OER Office of Energy Research OER Owners' Equivalent Rent OER Operating Expense Ratio Oil AS (OER), a privately held Norwegian exploration and production company based in Oslo, for approximately US$26 million in cash. The transaction is expected to close by the end of the year subject to necessary government approvals and certain other conditions. Following the closing, Endeavour will hold the approximately 76 percent interest in OER previously held by Lundin Petroleum Lundin Petroleum is an independent international petroleum company based in Sweden. Overview Created in 2001 following the takeover of Lundin Oil AB by Canadian independent Talisman Energy, Lundin Petroleum AB is a Swedish oil company traded on the Stockholm Stock B.V. Endeavour intends to offer to purchase the remaining minority interests in OER, which includes interests held by OER management, for a combination of Endeavour common stock and cash. OER management has endorsed the acquisition as a means to establish the combined entity as a leading independent E&P company in the Norwegian sector. "This acquisition is a significant step toward our goal to build an independent energy company strategically focused in the North Sea region," said William L. Transier and John N. Seitz, co-chief executive officers upon the announcement. "With the acquisition of OER, our company now has a production base from which to expand our exploration efforts and an experienced Norwegian technical and commercial team to accelerate our business strategy in Norway. We also expect to finance a portion of the purchase to ensure that we retain proper balance sheet leverage." OER's asset base includes the following: --A 4.4 percent working interest in the Brage field operated by Norsk Hydro Norsk Hydro ASA (OSE: NHY, NYSE: NHY) is a Norwegian aluminium and renewable energy company, headquartered in Oslo. Hydro is the fourth largest integrated aluminium company worldwide. It has operations in some 40 countries around the world and is active on all continents. --A 2.5 percent working interest in the Njord oil and gas field operated by Norsk Hydro --A 49 percent working interest in the Agat gas and condensate condensate, matter in the form of a gas of atoms, molecules, or elementary particles that have been so chilled that their motion is virtually halted and as a consequence they lose their separate identities and merge into a single entity. discovery operated by RWE RWE Rot-Weiss Essen (Germann football club) RWE Ralph Waldo Emerson RWE Rheinisch-Westfälische Elektrizitätswerke (German Power Supplier) RWE Read Write Execute RWE Right Wing Extremist --Exploration upside Upside The potential dollar amount by which the market or a stock could rise. Notes: This is basically an educated guess on how high a stock could go in the near future. See also: Bull, Downside in the Brage, Njord and Agat areas --Tax benefits with an approximate future economic value of US$12 million. Current production from OER net interests in the Brage and Njord fields is approximately 2,000 barrels of oil per day (BOPD BOPD Barrels of Oil Per Day BOPD Bataan Ocean Petroleum Depot ). OER's proved reserves proved reserves The quantity of minerals expected to be recoverable under current economic and operating conditions. The amount of proved reserves is important in valuing the stock of a company with significant holdings in natural resources. as of Jan. 1, 2004 have been estimated at 2.8 million barrels of oil equivalent (boe) by an independent reserve consultant. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the same firm, the properties have an additional probable reserve potential of 4.1 million boe. Last month, Endeavour was awarded nine production licenses covering 18 blocks off the coast of the United Kingdom in the North Sea. In Norway, the Ministry of Petroleum and Energy also notified the company of its pre-qualification as a licensee in that country's Continental Shelf. In early 2004, Endeavour became a publicly traded U.S. independent exploration company focused on taking advantage of an industry transition that is occurring in the North Sea similar to what occurred in the Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico Golfo de Mexico Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east in the 1980s. Major integrated energy companies continue restructuring their portfolios away from operating in mature producing areas. This shift creates financial and development opportunities for smaller, niche players with the technical capabilities to profitably exploit the remaining reserves. Endeavour International Corporation is an international oil and gas exploration and production company primarily focused on the acquisition, exploration and development of energy reserves in the North Sea sectors of the United Kingdom and Norway. The company also holds interests in a gas development project in Thailand. For more information, visit www.endeavourcorp.com. Certain statements in this news release should be regarded as "forward-looking" statements within the meaning of the securities laws. These statements speak only of as of the date made. Such statements are subject to assumptions, risk and uncertainty. Actual results or events may vary materially. Cautionary Note to U.S. Investors -- The United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this press release, such as "probable reserve potential," that the SEC's guidelines strictly prohibit us from including in filings with the SEC and which have less certainty than proved reserves. U.S. Investors are urged to consider closely the disclosure in our Form 10-KSB for the fiscal year ending Dec. 31, 2003, File No. 000-33439, and our subsequent filings, File Nos. 000-33439 and 001-32212, with the SEC available from us at 1001 Fannin, Suite 1700, Houston, TX 77002. You can also obtain these filings from the SEC by calling 1-800-SEC-0330. |
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