Caspi Oil Gas and Liberty Resources Acquisition announced today that they have entered into a binding amendment to a previously executed nonbinding acquisition letter with Caspi’s owner, Markmore Energy Limited to take Caspi public in a merger. The transaction represents a proforma enterprise value of $427.7 million for Caspi.
The deal is expected to be completed within the first quarter of 2023.
The transaction will provide a minimum of $55 million, assuming no redemptions. As part of the deal, Liberty will assume liabilities of Caspi of $50 million and make a payment of $50 million to the current owners. Markmore Energy will also receive approximately 32.7 million shares of the combined company’s common stock.
Additionally, upon the completion of a central processing complex and the start of commercial production of gas and condensate, the combined company will annually pay Markmore Energy an amount equal to the greater of (a) 50% of the net revenue from the company’s sale of gas during any period in which the combined company is commercially producing gas, plus 40% of all revenue attributable to the combined company’s sale of condensate during any period in which the combined company is commercially producing condensate, or (b) $15 million.
The parties anticipate raising another $120 million or more that will be committed at the signing of the definitive business combination agreement. In addition, upon the closing of the merger, the new entity expects to declare a dividend of at least 50 cents per share.
Malaysia-based Caspi is the concession owner of the Rakushechnoye Oil Field, located in West Kazakhstan. The Rakushechnoye License Block is located onshore Caspian Sea of the Mangyshlak peninsula, West Kazakhstan. Read more.
