Camber Energy revises LOI for pipeline service, construction company acquisition
HOUSTON -- Camber Energy, Inc., an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, has announced the execution of a revised non-binding Letter of Intent in connection with the Company's previously announced planned acquisition of a midstream pipeline integrity services, specialty construction and field services company in an all-stock transaction.
Louis G. Schott, the interim CEO of Camber noted, ''We have revised the Letter of Intent based on discussions with the NYSE American. This positions both parties towards a planned closing in the next four to five weeks. Our team made a successful diligence trip this week to meet with the acquisition company's management.''
Mr. Schott further stated, ''We are very enthusiastic about the acquisition and its potential for growth. If closed, this transaction will enable the Company to leverage its available cash reserves and build shareholder value through a change in business focus to pipeline service and construction. With our planned partner, we anticipate substantial opportunities to leverage growth in the markets the pending acquisition is targeting. In fact, we are currently reviewing several acquisition targets to further grow the business.''
The closing of the transaction is subject to customary closing conditions, negotiation of final transaction documents and transaction terms, and other conditions, including, but not limited to the consent of the holder of our Series C Preferred Stock, executing an agreement with Camber's Series C Preferred Stock holder amending the Series C Preferred Stock to alter the conversion rights, and obtaining the requisite NYSE American approval. The terms of the Letter of Intent contemplate issuing the seller a new series of convertible preferred stock which will be convertible into between 67% and 70% of Camber's outstanding common stock on a fully-diluted basis (after shareholder approval as required under applicable NYSE American rules and requirements). The transaction may not close timely, on the terms set forth in the Letter of Intent, or at all. The transaction is subject to the conditions above, and the parties contemplate entering into a definitive agreement in connection with the transaction on or before May 7, 2019, which agreement and definitive terms associated therewith will be included on a Form 8‑K filed by the Company.
The transaction will result in the shareholders of the acquired entity obtaining voting control over the Company. In addition, the Company plans to pursue additional acquisitions in connection with this potential transaction.
