Printer Friendly


 LAKEWOOD, Colo., Aug. 10 /PRNewswire/ --
 Caspen Oil Inc. (AMEX: CNO) announced today that it has entered into a definitive agreement to undertake a reverse merger transaction with Grandname Ltd., a European investment group, pursuant to which Grandname will convey assets which have been professionally valued in excess of $250 million to Caspen in return for 175,000,000 shares of existing common stock. Caspen Common Stock will be subject to a 5:1 reverse split, resulting in conversion of each five shares of Caspen Common Stock to one share of Caspen New Common Stock.
 Grandname will arrange for a Private Placement of up to 20,000,000 shares (post 5:1 reverse split shares) of their Caspen New Common Stock at a rate of $5 per share. This is in order to raise up to $100 million in cash as part of the purchase consideration for the underlying assets and to provide working capital for future operations. At the option of the parties, the amount of the Private Placement may be reduced and additional stock of Caspen Oil substituted at the rate of $5 per share to Grandname.
 The objective of this transaction is the creation of Caspen International Inc., a new international conglomerate. The plans for this company have been formulated by a group of experienced and well qualified businessmen headed by Colin Draper, CBE, as chairman and chief executive. Draper is supported by a team whose skills cover the areas in which Caspen International will operate both now and in the future.
 The group is being formed from a mix of businesses, products and projects that have a high potential future return. There are three divisions: The Industrial Division which operates in Russia, United Kingdom and the United States; The Healthcare Division which has products in non-invasive disease testing and therapeutic exercise devices; and Grosvenors Division which is a developer and operator of luxury country clubs, resorts and associated international leisure activities.
 In addition to expanding its activities in the developed world, the group will pursue diversification into products and projects within emerging areas of industrial and consumer growth such as Eastern Europe and the Pacific Rim. Executives of the group have experience in these as well as other markets.
 Caspen preferred shareholders, as a class, will be offered, subject to a vote of the preferred shareholders, as a class, in exchange for each share of Series A Preferred Stock, $2 in cash and 15 shares of existing common stock of Caspen. In the event the Caspen preferred shareholders do not as a class vote to accept the $2 cash and stock conversion offer, each preferred shareholder will have the option individually to receive $1 in cash and 15 shares of existing Caspen Common Stock for each share of Series A Preferred Stock.
 At closing, common shareholders of record of Caspen will separately receive a tender offer of 80 cents per share (existing pre-split) up to a total of 3,750,000 shares. In the event of over-subscription, the tender offer will be reduced pro rata to each accepting shareholder. Shareholders accepting the tender offer will also receive trust rights for a potential distribution of shares of Summit Overseas Exploration Inc. (a Nevada corporation), the oil and gas subsidiary, to be distributed in the event that the New Common Stock of Caspen International after two years drops below an average quarterly price of $20 per share and a one-day price of $15 per share.
 The board of directors of Caspen International will be increased to 15 members, 14 of which are to be named by Grandname. Current chairman, Anthony J. Carroll will remain on the board.
 At closing, the existing oil and gas assets and operations of Caspen Oil will be transferred to a subsidiary, Summit Overseas Exploration, to be operated under the continued management and control of current Caspen management. Summit Overseas Exploration will receive $3 million in cash, to provide sufficient funds to discharge the existing loan to Daiwa Bank and provide working capital.
 The transaction is subject to the approval of the existing Caspen shareholders and the satisfaction of other conditions. Caspen expects a proxy solicitation to be distributed within the next 90 days.
 -0- 8/10/93
 /CONTACT: Anthony J. Carroll of Caspen Oil, 303-987-0925; or Colin J. Draper of Grandname, 201-267-7800/

CO: Caspen Oil Inc.; Grandname Ltd.; Caspen International Inc.; Summit
 Overseas Exploration Inc. ST: Colorado IN: OIL SU:

BB -- DV003 -- 1177 08/10/93 11:59 EDT
COPYRIGHT 1993 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1993 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Aug 10, 1993

Terms of use | Copyright © 2017 Farlex, Inc. | Feedback | For webmasters