Verenex Energy and the Libyan Investment Authority (LIA) have entered into a binding memorandum of understanding (MOU) respecting the sale of all of the issued and outstanding shares of Verenex (on a fully-diluted basis) to the LIA at a price of $7.09 per share in cash. The MOU provides that Verenex shall distribute out to its shareholders any positive working capital at the time of closing, which Verenex currently estimates will be a nominal amount and subject to a number of factors which are primarily the rate of ongoing expenditures by Verenex and the period of time for completion of the transaction.

The LIA is a sovereign wealth fund established in 2006 by the General People's Committee of Libya (GPC) to manage Libya's surplus oil revenues. In commenting on the transaction, Mohamed Layas, Executive Director of the LIA, stated "the Libyan Investment Authority has assets of over US$65 billion and is pleased to add the Verenex business to its oil and gas portfolio".

The MOU contemplates that a definitive agreement will be signed on or before October 20, 2009, and that the LIA will escrow funds or establish an irrevocable letter of credit or bank guarantee arrangement for the purchase of Verenex at the time the definitive agreement is signed. The MOU provides that the transaction is conditional on completion by the LIA, prior to signing a definitive agreement, its due diligence review of Verenex, finalization of a definitive agreement and receipt of all requisite regulatory, court and shareholder approvals. The LIA has represented in the MOU that the transaction has received all necessary Libyan government approvals.

Tags: Verenex Energy Inc.