CALGARY, ALBERTA — (Marketwired) — 12/01/14 — Caspian Energy Inc. (TSX VENTRE: CKZ.H) (“Caspian” or the “Company”) announced today that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), two leading independent proxy advisory firms, have both recommended that Caspian shareholders vote FOR the previously announced proposed transactions (the “Transactions”) pursuant to which Caspian has agreed to acquire all of the remaining interests in Aral Petroleum Capital LLP (“Aral”), the operating entity of the exploratory licence referred to as the “North Block” in Kazakhstan, not already owned by the Company.
ISS and Glass Lewis are leading independent international corporate governance and proxy advisory service firms. Their analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America to assist in making decisions regarding proxy voting.
ISS summarized its recommendation FOR the Transactions as follows: “Overall, although the quite high dilution of share issuance (including the Consideration Warrants) pursuant to the SPA and the resulting influential impact of the new significant shareholder may be a cause of concern, given the company–s weak financial position, the non-approval of the SPA transactions may lead to certain adverse events which could potentially cause more harm to shareholders as highlighted above. As such, on a balanced view, a vote FOR this resolution is warranted.”
Glass Lewis summarized its recommendation FOR the Transactions as follows: “Financially, we consider the proposed transaction is inherently difficult to evaluate. Caspian–s shares, which compromise the entirety of the proposed consideration, suffer from very low liquidity and high volatility, and Aral has few meaningful operating metrics against which to measure the transaction value; as a result, ascribing an implied value to the scrip-for-scrip swap offers little substantive insight, in our view. Notwithstanding this fact, we believe the more salient consideration in this respect is the decidedly damaging prospects associated with a rejection here. Among other things, the board anticipates it will be in a very poor position to repay a significant short-term loan and, further, that the Company would be compelled to complete an otherwise cancelled transaction that would see a Caspian subsidiary transfer an interest in Aral at effectively nil consideration. We find these prospects decidedly more likely to result in significant damage to shareholder value, up to and include a potential default and liquidation. Based on these factors and the unanimous support of the board, we believe shareholders should support this proposal. Accordingly, we recommend shareholders vote FOR this proposal.”
The meeting of the shareholders of Caspian (the “Meeting”) to consider the proposed Transactions will be held at Suite 410, 396 – 11th Avenue SW, Calgary, Alberta, T2R 0C5 on Friday, December 12, 2014 at 10:00 a.m. (Calgary time). The record date for voting at the Meeting was November 10, 2014.
Your vote is important regardless of the number of common shares of Caspian you own. Time is of the essence, and a proxy, to be effective, must be voted in advance of the Meeting and no later than 10:00 a.m. (Calgary Time) on Wednesday, December 10th, 2014. Shareholders who have questions or require assistance in voting their proxy may direct their inquiries to Caspian–s proxy solicitation agent, DF King Canada, at 1-800-294-4817 (Toll Free in North America) or 201-806-7301 (Collect outside North America) or by email at .
Shareholders are urged to carefully review the management information circular of Caspian dated November 12, 2014 and accompanying materials as they contain important information regarding the Transactions and its consequences to shareholders of Caspian.
Caspian–s board of directors has unanimously (with conflicted directors abstaining) approved the Transactions, and recommends that Caspian–s shareholders vote FOR the resolution approving the Transactions.
Permission to use quotations from the ISS and Glass Lewis reports were neither sought nor obtained.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation which we refer to herein, collectively, as “forward-looking information”. Generally, forward-looking information can be identified by the use of forward- looking terminology such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate”, or “believes” or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur”, or “be achieved” and include statements relating to the completion of the Transactions. Caspian–s actual performance, developments and/or results may differ materially from any or all of the forward- looking statements. Further information which may cause results to differ materially from those projected in the forward-looking statements is contained in Caspian–s filings with Canadian securities regulatory authorities. All material assumptions used in making forward-looking information including statements relating to receipt of regulatory approvals and the satisfaction of all other conditions to the Transactions are based on management–s knowledge of current business conditions and expectations of future business conditions and trends. Although Caspian believes the assumptions used to make such statements are reasonable at this time and has attempted to identify in its continuous disclosure documents important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The timing and completion of the Transactions are subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the Transactions will occur, or that it will occur on the timetable or on the terms and conditions contemplated. Accordingly, readers should not place undue reliance on forward-looking information. Caspian does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
DF King Canada
Caspian–s proxy solicitation agents
1-800-294-4817 (Toll Free in North America)
201-806-7301 (Collect outside North America)
Caspian Energy Inc.
Brian Korney
Acting Chief Executive Officer and Chief Financial Officer
403-513-3375