Activa Resources AG has acquired 100% of New Tuleta Energy Partners LLC, Houston (“New Tuleta”) in a cash and share agreement for a total initial consideration of USD 4,932,210.
Activa Resources is paying USD 2,366,873 in cash, which will be financed through a credit facility provided by an established US bank, and USD 2,565,337 in shares of Activa Resources AG. Activa has agreed to issue 150.666 shares to the seller, this figure being based on the the average EUR/USD exchange rate and the volume-weighted average price of Activa’s shares on Xetra, the German electronic trading platform, for the 10 day period prior to the signing of the purchase and sale agreement. Activa Resources AG will conduct a capital increase for contribution in kind at a price of EUR 12.73 per share.
As a result, the number of Activa Resources AG shares outstanding will increase by 6.1% to 2,616,666. A further USD 1 million will be paid to the owners of New Tuleta subject to the achievement of certain operating cost targets relating to the producing assets between 1st August 2007 and 30th July 2008. This sum will be paid in August 2008 in either cash or shares at Activa’s discretion.
In accordance with the Articles of Association of Activa Resources AG, which allow management to increase its capital by issuing new shares for contribution in kind without shareholder approval, the Supervisory Board of Activa Resources AG authorised the signing of the agreement between Activa Resources AG, Activa Resources, Ltd. and New Tuleta Energy Partners LLC at its Supervisory Board meeting on April 13th, 2007.
The purchase and sale agreement was duly signed by Activa’s Management Board on April 13th, 2007. The effective date of the transaction is 1st January, 2007. The sellers are subject to a lock-up period whereby the new shares may not be sold before 1st September 2007. 50% of the new shares issued are restricted until 1st May 2008. The Management Board plans to merge the newly acquired company with its existing US subsidiary Activa Resources, Ltd. in San Antonio, Texas.
New Tuleta’s assets comprise 9 different properties in Leon, Madison, Navarro, Gonzales, Deitt and Limestone Counties in Texas. The assets also include office and associated field equipment.
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