Camber Energy Announces Entry Into Non-binding Letter of Intent Relating to the Acquisition of a Pipeline Service and Construction Company

Source Press Release
Company Camber Energy, Inc. 
Tags Corporate Deals, Deals, Oil Services, Pipelines/ tankers/ distribution
Date March 20, 2019

Camber Energy, Inc. (NYSE American: CEI) (the ''Company'' or ''Camber''), based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, today announced the execution of a non-binding Letter of Intent in connection with the Company's 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 are excited about the opportunity which this acquisitionpresents. If completed, 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. We believe there are opportunities to leverage growth opportunities in the markets the pending acquisition is targeting and that the segments it provides services to are less susceptible to sudden changes in pricing and demand which have impacted us in our operations in the market for oil and gas.''

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 the obtaining of 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 67% 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 by on or before April 30, 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.

The Company also announced that it terminated the previously announced memorandum of understanding to acquireworking interests in Greely and Hamilton Counties, Kansas after completing its due diligence. No definitive agreements were ever entered into with such Kansas transaction.

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