Platinum Energy Resources, Inc. Announces Filing of
Registration Statement
Wednesday November 8, 8:00 am ET
Company Also Announces Intent to Buy Back Shares After
Close
NEW YORK, NY--(MARKET WIRE)--Nov 8, 2006 -- Platinum Energy Resources, Inc. ("Platinum Energy") (OTC BB:PGRI.OB - News) (OTC BB:PGRIU.OB - News) (OTC BB:PGRIW.OB - News) announced today that it has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 containing its proposed Proxy Statement / Prospectus seeking approval of its stockholders of, among other things, its previously announced proposed acquisition of the assets of Tandem Energy Corporation ("TEC"), the wholly owned operating subsidiary of Tandem Energy Holdings, Inc. (Tandem), pursuant to an asset acquisition agreement and plan of reorganization. As part of the new agreement, Platinum Energy will acquire all of the assets and assume substantially all of the liabilities of TEC, including approximately $42 million of TEC's debt which will be retired at closing, in exchange for the issuance of approximately 8 million PGRI shares to TEC. The total number of shares to be received by TEC will be $60 million divided by the per share cash value of the Platinum Energy IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006. After the transaction is consummated, TEC and its parent, Tandem, will liquidate and distribute the PGRI shares to Tandem's stockholders.
As a result of the
transaction's new structure, Platinum Energy expects to have approximately $60
million of available cash at the close, in addition to a credit facility which it expects to close shortly after the consummation of
the transaction. Platinum Energy intends to use such funds for, among other
things, drilling and other capital expenditures relating to the TEC assets,
future acquisitions and the repurchase of shares of its common stock through a
share repurchase program.
The Platinum Energy Board of Directors authorized management to repurchase
up to $80 million of PGRI shares through open market transactions after the
consummation of the acquisition. The maximum repurchase amount would be reduced
by the value of the shares which are converted as a result of stockholders
exercising their conversion rights.
Consummation of the acquisition is conditioned upon, among other things,
Platinum Energy's registration statement relating to the shares of PGRI common
stock being issued as consideration for the asset acquisition clearing the SEC,
as well as approval of the transaction by Platinum Energy's stockholders. A new
date for the special meeting of Platinum stockholders to vote on the proposal
to approve the asset acquisition has not yet been set. In addition, the record
date for stockholders entitled to vote at the special meeting, which Platinum
Energy had previously announced as Friday, July 21, 2006, will be reset.
Platinum Energy will announce the new record date prior to, or in conjunction
with, announcing the date of the special meeting.
Mark Nordlicht, Chairman of Platinum Energy, said,
"We believe that the restructuring of the transaction will provide
additional value to Platinum Energy stockholders and to Tandem stockholders
after the liquidation. Platinum stockholders will have the comfort that Tandem's
most senior personnel will stay active and involved in ensuring the
maximization of value of Tandem properties, and Tandem stockholders will now
have the opportunity to share in the prospects of our company. In addition, the
stock consideration payable in the restructured transaction reduces the outlay
of cash, and the availability of such cash will enable Platinum Energy to take
further steps to maximize shareholder value."
According to Tim Culp, CEO of Tandem, "The restructuring of the
transaction is beneficial to both companies and their stockholders. We expect
that Platinum Energy will be able to increase value to its stockholders by
deploying substantial additional investment in drilling and property
development. At the same time, the Tandem stockholders will have the
opportunity to continue to stay invested in the future of Platinum Energy or
sell their shares in the open market. Speaking for the entire Tandem management
team, we are enthusiastic about continuing to stay actively involved and working
together with the Platinum Energy management team to build a successful
company."
Barry Kostiner, CEO of Platinum Energy, added,
"We continue to be enthusiastic about using the Tandem acquisition as a
platform for applying hedge financing techniques to increase returns and lock
in profits. The operational expertise of Tandem's management represents a great
synergy with our financially based strategy."
For additional information, please visit the Platinum Energy Resources web
site at http://www.platenergy.com/.
The web site also contains a webcast of the Company's
IPAA presentation from April 10, 2006, as well as the Form S-4.
About Platinum Energy
Platinum Energy Resources, based in
Platinum Energy was incorporated in April 2005 to acquire an operating
business in the energy industry. Platinum Energy completed its initial public
offering on October 24, 2005, receiving net proceeds of approximately $106
million through the sale of 14.4 million units of its securities at $8.00 per
unit. Each unit is comprised of one share of Platinum Energy common stock and
one redeemable and convertible common stock purchase warrant with an exercise
price of $6.00. Platinum Energy holds over $105 million in a trust account
maintained by an independent trustee, which will be released to Platinum upon the
closing of a business combination.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. In some cases, forward-looking statements can be identified by words such
as "believe," "expect," "anticipate,"
"plan," "potential," "continue" or similar
expressions. Forward-looking statements also include the assumptions underlying
or relating to any of the foregoing statements. Such forward-looking statements
are based upon current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The forward-looking
statements contained in this press release may include statements about future
financial and operating results and about the proposed acquisition by Platinum
Energy of the assets of Tandem Energy Corporation, a wholly owned subsidiary of
Tandem Energy Holdings, Inc. These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions that are
difficult to predict, and are based upon assumptions as to future events that
may not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein. For example, if Platinum Energy does
not receive required stockholder approval or fails to satisfy other conditions
to closing, the transaction will not be consummated. In any forward-looking
statement in which Platinum Energy or Tandem Energy expresses an expectation or
belief as to future results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis, but there can be no assurance
that the statement or expectation or belief will result or be achieved or
accomplished. All forward-looking statements included in this press release are
based on information available to Platinum Energy and Tandem Energy on the date
hereof. The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: business
conditions in the U.S. and abroad; changing interpretations of generally
accepted accounting principles; outcomes of government reviews; inquiries and
investigations and related litigation; continued compliance with government
regulations; legislation or regulatory environments, requirements or changes
adversely affecting the businesses in which Tandem Energy and TEC are engaged;
fluctuations in oil and gas prices and in customer demand; management of rapid
growth; intensity of competition; general economic conditions; as well as other
relevant risks detailed in Platinum Energy's filings with the Securities and
Exchange Commission. The information regarding Tandem Energy and TEC contained
in this press release has been provided by Tandem. Further, the information set
forth herein should be read in light of such risks. Neither Platinum Energy nor
Tandem Energy assumes any obligation to update the information contained in
this press release.
Additional Information and Where to Find It
Platinum Energy Resources, Inc. has filed with the Securities and Exchange
Commission a registration statement on Form S-4 and a related revised proxy
statement/prospectus in connection with the transaction as restructured.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
RELATED PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED ASSET ACQUISITION
BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and
security holders may obtain a free copy of the proxy statement prospectus (when
it is available) and other documents filed by Platinum Energy with the
Securities and Exchange Commission at the Securities and Exchange Commission's
web site at http://www.sec.gov. Free copies of
the proxy statement/ prospectus, once available, and other documents may also
be obtained free of charge from Platinum Energy's investor relations at tom@cjpcom.com
or by directing a request to Platinum Energy Resources, Inc., 25 Phillips
Parkway, Montvale, NJ 07645.
Platinum Energy and its directors, officers and other employees may be deemed
to be participants in the solicitation of proxies from the stockholders of
Platinum Energy with respect to the transactions contemplated by the asset
acquisition agreement. Information regarding Platinum Energy's officers and
directors will be included in the proxy statement/ prospectus. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in other relevant materials to be filed with the
Securities and Exchange Commission when they become available.
Contact:
For More Information Contact:
Thomas Rozycki
CJP Communications for
Platinum Energy Resources, Inc.
Public & Investor Relations
212-279-3115 x208
Email Contact