CASPEN OIL ANNOUNCES LETTER OF INTENT WITH GRANDNAME LTD.
CASPEN OIL ANNOUNCES LETTER OF INTENT WITH GRANDNAME LTD. LAKEWOOD, Colo., Nov. 10 /PRNewswire/ -- Caspen Oil Inc. (AMEX: CNO)
announced today that it has entered into a letter of intent to undertake a transaction with Grandname Ltd., a European investment entity. The proposed transaction would involve, among other things, (i) the transfer by Grandname to Caspen of $7,500,000 and certain of Grandname's assets; (ii) the issuance by Caspen to Grandname of shares of Caspen's common stock and shares of a new class of Series D Preferred Shares; (iii) an offer by Grandname to acquire a portion of Caspen's currently outstanding common stock for cash; (iv) the exchange of Caspen's Series A Preferred Shares for cash and Caspen common stock; (v) the transfer of substantially all of Caspen's existing assets, subject to substantially all other liabilities, to a subsidiary of Caspen; and (vi) the distribution to the stockholders of Caspen other than Grandname of the stock of the subsidiary in redemption of a portion of those stockholders' common shares.
If completed as proposed, the transaction would have four principal results. First, Caspen would hold only the assets contributed to it by Grandname, which in addition to cash would include 100 percent ownership of certain real property in Monte Vehlo, Portugal that is proposed to be developed into a resort to be know as Grosvenor Country Club; exclusive worldwide marketing rights to a process for the cleaning of the hulls of ocean-going vessels that has been developed by Clean Marine Inc., a company located in London; and 50-percent interest in five joint ventures, collectively known as Brayhill International, that have the right to process and market Russian coal worldwide. Second, Grandname would become the holder of approximately 80 percent to 90 percent of the Caspen common stock, the exact proportion to depend on the satisfaction of certain conditions, with the remainder of the common stock being held by the common and preferred stockholders of Caspen immediately prior to the completion of the transaction. Third, the present assets and liabilities of Caspen, other than existing bank debt, would be held by a new publicly owned company. Fourth, the new publicly owned company would have outstanding only common stock, which would be held approximately 60 percent by Caspen and 40 percent by the common and preferred stockholders of Caspen immediately prior to the completion of the transactions, but the majority of the stock held by Caspen would be subject to the issuer's option to repurchase the stock at any time from two to 10 years after completion of the transaction. Completion of the transaction is subject to, among other things, the negotiation, preparation, approval by the parties' board of directors and signing of a definitive agreement; the receipt by Caspen of satisfactory assurance that at closing Grandname will fund the cash contribution to Caspen of at least $7,500,000; the demonstration to Caspen's satisfaction that Grandname has the rights to transfer the assets described above; the determination by Caspen's independent auditors that the assets to be contributed to Caspen will be recorded on its financial records at not less than $30,500,000; compliance with applicable federal and state securities laws; approval of the transaction by Caspen's common and preferred stockholders and other typical conditions. In addition, the parties will consider whether alternative structures of the transaction would more appropriately serve the interests of Grandname and the stockholders of Caspen. There is no assurance that any of these conditions will be satisfied, that the transaction will be completed, or that if the transaction is completed, the assets actually will have the anticipated value. Caspen is not affiliated with Caspen Oil plc, a United Kingdom company. -0- 11/10/92 /CONTACT: Anthony J. Carroll of Caspen Oil, 303-987-0925/ (CNO) CO: Caspen Oil Inc.; Grandname Ltd. ST: Colorado IN: OIL SU: TNM
BB-MC -- DV001 -- 9073 11/10/92 08:02 EST
|Printer friendly Cite/link Email Feedback|
|Date:||Nov 10, 1992|
|Previous Article:||ACME UNITED ACQUIRES EXCLUSIVE DISTRIBUTION RIGHTS FOR NEW LINE OF I.V. THERAPY PRODUCTS|
|Next Article:||MICRO HEALTHSYSTEMS REPORTS RECORD SECOND QUARTER, FIRST HALF RESULTS|