Each one in plain English, with the numbers worked through for a shareholder.
6 Oct 2006business combination● NeutralMajor
The final amendment to the going-private statement reports the LUKOIL merger is complete. Stockholders approved it on September 29, 2006 (26,829,123 of 38,209,502 eligible shares voted in favour) and the merger took effect that day. Non-LUKOIL holders are entitled to $5.80 cash per share (about $88.646 million for 15,283,801 shares), except for LUKOIL-held shares, cancelled treasury shares and shares of holders who properly exercised appraisal rights. Caspian Investments Resources Ltd., indirectly wholly owned by LUKOIL Overseas, is now Chaparral's sole stockholder. This resolves the open vote and merger thread, and a Form 15 was filed the same day, consistent with the earlier deregistration.
A fourth amendment notes that supplemental definitive proxy materials were filed alongside it. The September 29, 2006 special meeting and the $5.80 cash terms are unchanged. The vote result and completion are not reported here, so the shareholder outcome is still open.
A third amendment says Chaparral filed its definitive proxy statement on August 25, 2006 (amended August 29 and September 6). The special meeting to vote on the merger is set for September 29, 2006. Terms are unchanged at $5.80 cash per share. The vote is still ahead, so shareholders' outcome is open.
A second amendment to the going-private statement adds LUKOIL Overseas Holding and NRL Acquisition Corp. as filing parties alongside Chaparral and LUKOIL. The deal terms are unchanged at $5.80 cash per share, and the proxy is still described as preliminary. The merger is not yet approved or completed.
Chaparral and LUKOIL filed a first amendment to the going-private transaction statement for the LUKOIL merger. It repeats the earlier terms: $5.80 cash per share for non-LUKOIL holders (15,283,801 shares, about $88.646 million), with appraisal rights for dissenters. It says Chaparral is filing an amended preliminary proxy at the same time. The merger is still not approved or completed.
LUKOIL, its acquisition subsidiary and Chaparral filed the going-private transaction statement for the merger, mostly incorporating the proxy statement by reference. It repeats the terms: $5.80 cash per share for non-LUKOIL holders and treasury shares cancelled with no payment. LUKOIL's shares convert into shares of the surviving company, which Caspian Investments Resources Ltd. would solely own. This is a companion filing; the merger is not yet completed.
Chaparral filed a preliminary proxy statement for the special meeting on the LUKOIL merger. Non-LUKOIL shares would be converted into $5.80 cash, about 9% above the March 10 price of $5.30. LUKOIL's 60% stake is enough to approve it, a special committee and the board recommend a vote in favour, and dissenters have Delaware appraisal rights. The company would cease to be public and become an indirect wholly owned LUKOIL subsidiary. The deal is not yet approved or completed, so the equity outcome remains open.
Chaparral signed a merger agreement with LUKOIL Overseas Holding, which indirectly owns about 60% of its stock. Minority shareholders would receive $5.80 per share in cash, about $88.646 million in total, subject to a stockholder vote expected in May 2006 and regulatory approvals. It also announced preliminary 2005 results and a proved reserves update, but the figures are in exhibits not shown here.
Chaparral agreed with Nelson Resources, which owns a majority of its stock, that if KazMunayGaz gives notice it wants to sell its 40% stake in KKM, Chaparral will use its right of first refusal to buy it if Nelson requests. This is a conditional arrangement; no purchase has occurred. It shows Nelson as the majority holder, which is new relative to earlier Shell-centred events.
Shell Capital sent a second default notice and demanded immediate repayment of $37,289,628 under the loans, and started legal proceedings in the UK and Guernsey. The filing says remedies could include taking ownership of Chaparral's Karakuduk Field investment. This continues the Shell loan problem flagged after the Nasdaq delisting warning; the stock now trades on the OTC Bulletin Board. Chaparral also signed a non-binding letter of intent on a possible combination with Burren Energy Plc, conditional on resolving the Shell agreements, a definitive agreement and board and shareholder approvals, with no assurance it will happen.
Chaparral said Nasdaq told it that its stock is subject to delisting from the SmallCap Market. The stated reasons are that it converted its 8% convertible notes into 11,690,259 shares (Sept 21, 2000) and issued 1,612,903 shares (Oct 30, 2000) without stockholder approval, and held no annual meeting for fiscal 1999. It will appeal at a hearing and the stock keeps trading meanwhile. The filing says delisting would be a default on the Shell Capital loan, and that the Karakuduk Field investment may be lost if the default is not waived. It also reports operating figures for KKM, the 50%-owned Karakuduk operator: a record 8,700 barrels delivered into the pipeline on May 1, about 197,000 barrels of gross April sales, and 24 productive wells.
