HOUSTON, Nov. 24, 2008 (GLOBE NEWSWIRE) -- Transmeridian Exploration Incorporated (NYSE Alternext US:TMY) ("Transmeridian", or the "Company") announced today that it has received a new, non-binding proposal from United Energy Group Limited ("UEGL") pursuant to which UEGL would acquire all of the Company's outstanding debt and equity securities. On November 17, 2008, the Company and UEGL mutually agreed to terminate the amended and restated investment agreement entered into between them dated June 11, 2008 and amended and restated as of September 22, 2008, and agreed to explore alternative transactions on a non-exclusive basis. Under the new proposal, UEGL has offered to pay a total of $130 million to acquire (i) all of the Company's 12% Senior Notes due 2010 (the "Senior Notes"), (ii) all of the outstanding shares of the Company's 12% Senior Redeemable Convertible Preferred Stock, (iii) all of the outstanding shares of the Company's 20% Junior Redeemable Convertible Preferred Stock and (iv) all of the outstanding shares of the Company's common stock and other outstanding securities, including warrants and options which are convertible into common stock. In addition, UEGL would provide funding for the Company's working capital requirements prior to closing and would provide management and engineering resources to the Company.
Transmeridian intends to consider the UEGL proposal in consultation with the Company's stakeholders. In addition, as previously announced, Transmeridian will continue to actively solicit proposals from other qualified third parties for the sale, recapitalization or refinancing of the Company. No assurance can be given, however, that the Company will be successful in completing any such transaction with UEGL or another third party. If the Company is unable to complete a satisfactory strategic transaction or secure adequate additional capital, the Company will not be able to meet its contractual obligations, including scheduled interest payments on the Senior Notes.
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 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created therein. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including but not limited to those discussed in Transmeridian's Annual Report on Form 10-K for the year ended December 31, 2007, as amended, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and other filings with the Securities and Exchange Commission. Although Transmeridian 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. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion herein should not be regarded as a representation by Transmeridian or any other person that the objectives and plans of Transmeridian will be achieved.