Oslo, 23 August 2012 -- DNO International ASA, the Norwegian oil and gas company, disclosed today in response to press and shareholder queries that it will not make an offer to acquire Calvalley Petroleum Inc. (TSX: CVI.A)
DNO International had announced on 12 July 2012 that while it would not proceed with a proposed all-cash offer to acquire Calvalley at a price of CAD 2.30 per Class A common share, it remained interested in engaging in constructive dialogue towards a transaction, pending Calvalley's response to a notice that set forth the provisions under which one of its partners intended to dispose of a 25 percent working interest in Block 9, Republic of Yemen.
On 23 July 2012, Calvalley announced the decision by the Calvalley Board of Directors not to exercise its right to match the third party offer and acquire either all or a proportionate share of the working interest in Block 9.
DNO International has subsequently met with members of the Calvalley Special Committee with a view to reaching acceptable terms to enter into definitive agreements. In addition, DNO International has continued analysis of publicly available information regarding Calvalley and specifically the court filings in Canada and Yemen against Calvalley by Al-Zarqa Electricity in relation to an agency agreement dated 19 December 1996 between Al-Zarqa Electricity and Calvalley.
Given that DNO International has been unable to determine the exact nature of the Al-Zarqa Claim or quantify the impact of potential liabilities that may or may not arise as a result, DNO International has not been able to agree terms with the Special Committee on either price or structure.
After consideration of its options, DNO International is no longer interested in pursuing an offer to acquire Calvalley.
--- DNO International ASA is an Oslo-listed, Middle East and North Africa focused oil and gas company holding stakes in 17 licenses in various stages of exploration, development and production both onshore and offshore in the Kurdistan Region of Iraq, the Republic of Yemen, the Sultanate of Oman, the United Arab Emirates and the Tunisian Republic. http://www.dno.no ---
Oslo, 23 August 2012
DNO International ASA
Queries: Tom Bratlie (firstname.lastname@example.org or tel: +47 905 21 904)
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)
This news release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding DNO International's intention not to make an offer for Calvalley, the Al-Zarqa Claim, and DNO International's and Calvalley's ongoing relationship. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond DNO International's control including, without limitation, uncertainty related to Calvalley's future plans and ability to carry out and complete such future plans. Readers are cautioned that the foregoing list of risk factors is not exhaustive. DNO International's actual results, performance or achievements may differ materially from those expressed in, or implied by this forward-looking information and, accordingly, no assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that DNO International will derive therefrom.
Information in this news release concerning Calvalley is based entirely on publicly available sources and has not been independently verified by DNO International. DNO International assumes no responsibility for the accuracy or completeness of such information.
Note: All financial figures are in Canadian dollars unless noted otherwise.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities will be made absent registration under, or an exemption from the registration requirements of, applicable securities laws.