HOUSTON, Dec. 22, 2016 /PRNewswire/ -- Harvest
Natural Resource, Inc. (NYSE:HNR) and its wholly owned subsidiary,
HNR Energia B.V., have entered into a Sale and Purchase Agreement
with BW Energy Gabon Pte. Ltd, a private Singapore company, to sell all of Harvest's
oil and gas interests in Gabon.
Under the terms of the Sale and Purchase Agreement, BW Energy
Gabon will acquire HNR Energia's 100% interest in Harvest Dussafu
B.V., which owns a 66.667% interest in the Dussafu production
sharing contract covering a 210,000 acre area located in offshore
Gabon. BW Energy Gabon will pay HNR Energia $32 million in cash for the interest, subject to
certain adjustments. BW Offshore Singapore Pte. Ltd, an
affiliate of BW Energy Gabon and BW Offshore Limited, a global
provider of floating production services to the oil and gas
industry, has guaranteed the obligations of BW Energy Gabon under
the Sale and Purchase Agreement.
At the closing of the transaction, $2.5
million of the $32 million
purchase price will be deposited in escrow, to be held for up to
six months to satisfy any post-closing claims the purchaser may
have for any breaches of warranties made by Harvest and HNR Energia
under the Sale and Purchase Agreement.
Harvest's board of directors unanimously determined that the
transaction is in the best interests of Harvest's stockholders and
approved the transaction, subject to the approval of Harvest's
stockholders. After giving effect to the transaction, Harvest
would cease to have a presence in Gabon. In addition to
approval by stockholders representing a majority of outstanding
shares of Harvest common stock, the closing of the transaction is
subject to, among other things, approval of the government of
Gabon. Availability of financing is not a condition to
closing the transaction.
Net proceeds of the transaction are expected to be approximately
$ 29.7 million, without giving effect
to any payments to the purchaser under the escrow arrangements and
taking into consideration taxes and transaction-related costs.
Harvest previously announced that it is evaluating a possible
dissolution. In light of the signing of the Sale and Purchase
Agreement to sell Harvest's Gabon
assets, Harvest's board has determined that Harvest should move
forward with plans for its dissolution, subject to the board's
adoption of a formal plan of dissolution and authorization by
Harvest's stockholders. Under the dissolution, liquidation
and winding up process under Delaware law, the proceeds from the
Gabon transaction would be
combined with other Harvest assets to be distributed to Harvest's
stockholders, subject to certain payments and costs. These
costs would include dissolution expenses, taxes and payments
related to terminations of employment, as well as funds to
establish reserves for the payment of current and possible future
liabilities of Harvest.
Tudor, Pickering, Holt & Co. served as financial advisor to
the Company
Mayer Brown LLP and Norton Rose Fulbright US LLP acted as legal
counsel to the Company.
About Harvest Natural Resources
Harvest Natural Resources, Inc., headquartered in Houston, Texas, is an independent energy
company with exploration and exploitation assets in Gabon.
For more information visit Harvest's website at www.harvestnr.com.
CONTACT:
Stephen C. Haynes
Vice President, Chief Financial Officer
(281) 899-5716
Forward Looking Statements
This press release may contain projections and other
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. This information may include expected use of
proceeds, possible transactions, future plans and business
strategy. All statements other than statements of historical
fact may constitute forward-looking statements. Although
Harvest believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance
that these expectations will be correct. Actual results may
differ materially from Harvest's expectations due to uncertainties
and risks outside of Harvest's control. These risks and
uncertainties include, among others, the following: the
failure to obtain stockholder approval of the proposed transaction;
the possibility that the closing conditions to the proposed
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval; delay in closing the proposed
transaction or the possibility of non-consummation of the
transaction; the occurrence of any event that could give rise to
termination of the Sale and Purchase Agreement; risks related to
the disruption of the proposed transaction to Harvest and its
management; the effect of announcement of the proposed transaction
on Harvest's ability to retain and hire key personnel and maintain
relationships with its partners, suppliers and other third parties;
difficult economic, global and commodity and capital markets
conditions; changes in the legal or regulatory environment;
uncertainties regarding business opportunities that may or may not
be available to Harvest; and other risks, including many of those
included in Harvest's Annual Report on Form 10-K for 2015.
Important Information about the Transaction and Additional
Information
Harvest and its directors and officers and BW Energy Gabon and
its principals and employees may be deemed to be participants in
the solicitation of proxies from Harvest's stockholders in
connection with the proposed transaction. Information about
Harvest's directors and executive officers and their ownership of
Harvest stock is set forth in the proxy statement relating to
Harvest's 2016 annual meeting of stockholders, which was filed with
the SEC on August 2, 2016.
Other information regarding the participants in the proxy
solicitation, and a description of their direct and indirect
interests, will be contained in the proxy statement relating to the
proposed transaction and other relevant materials to be filed with
the SEC when they become available, which may be obtained free of
charge at the SEC web site at www.sec.gov. Investors should
read the proxy statement carefully when it becomes available before
making any voting decision because it will contain important
information about the proposed transaction.
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SOURCE Harvest Natural Resources, Inc.