Citadel Capital-Sea Dragon Deal to sell NPC Egypt For $147.5 mln

Citadel Capital (CCAP) has managed to sign a non-binding deal with Sea Dragon Energy (SDX-TSX.V) through its Opportunity-Specific Fund, Golden Crescent Investments Ltd. (Golden Crescent) so as to revise terms for the acquisition of National Petroleum Company Egypt Limited (NPC Egypt).

Sea Dragon has agreed to pay cash and share consideration equal to US$147.5 million, consisting of 437.5 million common shares of Sea Dragon to be issued to Golden Crescent at the closing of the transaction at a deemed price of US$0.20 per share and of US$60 million as Convertible and exchangeable preferred shares.

These preferred shares are anticipated to record cumulative dividends of 7% per year for the first 12 months from the date of issuance and up to 10% annually for the following 9 months, then 12% a year until the time of shares’ transfer or recovered.

CCAP has added that the documentation of the revised terms for the acquisition of NPC Egypt is subject to the approval of the both sides of the deal. After the signing, Sea Dragon shall have a grace period of 50 days so as to complete the acquisition deal.

Additionally, Golden Crescent shall keep a grace period of 40 days so as to hold negotiations and study other parties’ requisition requests.

CCAP has emphasized that this deal does not represent a pledge to complete the deal or to make it come into effect as Sea Dragon is obliged to obtain financing of $40 million from the IFC.