PGRI has restructured its deal to acquire TDYH. The original deal, which was announced at the end of January when oil prices were substantially higher, was getting a bit stale.
Platinum Energy Resources, Inc. Announces Filing of Registration Statement
Wednesday November 8, 8:00 am ET
Company Also Announces Intent to Buy Back Shares After Close
NEW YORK, NY--(MARKET WIRE)--Nov 8, 2006 -- Platinum Energy Resources, Inc. ("Platinum Energy") (OTC BB:PGRI.OB - News) (OTC BB:PGRIU.OB - News) (OTC BB:PGRIW.OB - News) announced today that it has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 containing its proposed Proxy Statement / Prospectus seeking approval of its stockholders of, among other things, its previously announced proposed acquisition of the assets of Tandem Energy Corporation ("TEC"), the wholly owned operating subsidiary of Tandem Energy Holdings, Inc. (Tandem), pursuant to an asset acquisition agreement and plan of reorganization. As part of the new agreement, Platinum Energy will acquire all of the assets and assume substantially all of the liabilities of TEC, including approximately $42 million of TEC's debt which will be retired at closing, in exchange for the issuance of approximately 8 million PGRI shares to TEC. The total number of shares to be received by TEC will be $60 million divided by the per share cash value of the Platinum Energy IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006. After the transaction is consummated, TEC and its parent, Tandem, will liquidate and distribute the PGRI shares to Tandem's stockholders.
As a result of the transaction's new structure, Platinum Energy expects to have approximately $60 million of available cash at the close, in addition to a credit facility which it expects to close shortly after the consummation of the transaction. Platinum Energy intends to use such funds for, among other things, drilling and other capital expenditures relating to the TEC assets, future acquisitions and the repurchase of shares of its common stock through a share repurchase program.
The Platinum Energy Board of Directors authorized management to repurchase up to $80 million of PGRI shares through open market transactions after the consummation of the acquisition. The maximum repurchase amount would be reduced by the value of the shares which are converted as a result of stockholders exercising their conversion rights.
Consummation of the acquisition is conditioned upon, among other things, Platinum Energy's registration statement relating to the shares of PGRI common stock being issued as consideration for the asset acquisition clearing the SEC, as well as approval of the transaction by Platinum Energy's stockholders. A new date for the special meeting of Platinum stockholders to vote on the proposal to approve the asset acquisition has not yet been set. In addition, the record date for stockholders entitled to vote at the special meeting, which Platinum Energy had previously announced as Friday, July 21, 2006, will be reset. Platinum Energy will announce the new record date prior to, or in conjunction with, announcing the date of the special meeting.
Mark Nordlicht, Chairman of Platinum Energy, said, "We believe that the restructuring of the transaction will provide additional value to Platinum Energy stockholders and to Tandem stockholders after the liquidation. Platinum stockholders will have the comfort that Tandem's most senior personnel will stay active and involved in ensuring the maximization of value of Tandem properties, and Tandem stockholders will now have the opportunity to share in the prospects of our company. In addition, the stock consideration payable in the restructured transaction reduces the outlay of cash, and the availability of such cash will enable Platinum Energy to take further steps to maximize shareholder value."
According to Tim Culp, CEO of Tandem, "The restructuring of the transaction is beneficial to both companies and their stockholders. We expect that Platinum Energy will be able to increase value to its stockholders by deploying substantial additional investment in drilling and property development. At the same time, the Tandem stockholders will have the opportunity to continue to stay invested in the future of Platinum Energy or sell their shares in the open market. Speaking for the entire Tandem management team, we are enthusiastic about continuing to stay actively involved and working together with the Platinum Energy management team to build a successful company."
Barry Kostiner, CEO of Platinum Energy, added, "We continue to be enthusiastic about using the Tandem acquisition as a platform for applying hedge financing techniques to increase returns and lock in profits. The operational expertise of Tandem's management represents a great synergy with our financially based strategy."
For additional information, please visit the Platinum Energy Resources web site at platenergy.com. The web site also contains a webcast of the Company's IPAA presentation from April 10, 2006, as well as the Form S-4.
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