Liberty Resources Acquisition Corp. (NASDAQ: LIBY, LIBYU, LIBYW)
(“Liberty”), a special purpose acquisition company, announced today
the establishment of a M&A Transition Taskforce to support the
business combination with Caspi Oil Gas LLP (“COG”) and execution
of pre and post transaction business plans.
As previously announced, Liberty entered into a
definitive business combination agreement effective December 15,
2022 that will result in Liberty becoming a wholly owned subsidiary
of Liberty Onshore Energy B.V. (“PubCo”). Through a complex
restructuring PubCo will become the resultant amalgamated parent
company and is expected to continue a listing on the Nasdaq Stock
Exchange (“NASDAQ”).
Dato’ Maznah Binti Abdul Jalil, Chief Executive
Officer of Liberty commented, “The formation of the M&A
taskforce is an important milestone as we accelerate our plans and
strategies. It is important we lay the necessary foundation for a
successful asset before the business combination is complete. This
foundation is planned to enable the implementation of our project
development and implement management structures to support these
plans.”
The M&A Transition Taskforce, led by Tan Sri
Wan Zulkiflee, is comprised of five individuals, bringing decades
of expertise and leadership to the transition team. The first order
of business consisted of a visit to Rakushechnoye Field, COG’s
Investment Venture in Kazakhstan. This visit is the first of the
transition team, which was a follow-up visit to that by the
advisors of Liberty Resources in Q1 2022. The transition team will
remain in place until the public company transaction is complete,
which is expected in the second half of 2023. The M&A
Transition Taskforce is comprised of:
Tan Sri Wan Zulkiflee bin Wan Ariffin,
Chairman
Mr. Tan Sri Wan Zulkiflee bin Wan Ariffin is a
highly experienced executive with a passionate commitment to
education and cultural endeavors, Tan Sri Wan Zulkiflee has served
Petronas, the national Oil and Gas Company of Malaysia for 37 years
including as a director, president, and Group CEO. He has also
served as Chairman of Malaysia Aviation Group Berhad, Malaysia
Airlines Berhad, DRB- HICOM (a diversified business conglomerate
involved in automotive, services and property businesses), and Gas
Malaysia Berhad.
He was a Council Member of the East Coast
Economic Region Development Council (ECERDC) and the Northern
Corridor Implementation Authority (NCIA) where he chaired the Audit
Committees at both Agencies. He was on the Council of ASCOPE, the
association of National Oil Companies in ASEAN and was one of the
Oil and Gas Governors at the World Economic Forum in Davos. He was
also on the Board of ExxonMobil. Tan Sri Wan Zulkiflee is a
Honorary Fellow of the Institution of Chemical Engineers, UK.
Rep Scott William TaylorMr.
Scott Taylor is an advisor, former U.S. Congressman and U.S. Navy
SEAL combat veteran. He is the President of the U.S.- Qatar
Business Council, the premiere bilateral trade group between the
United States and Qatar. Scott currently serves as a Consultant for
Taylor Global Strategies, a company that provides clients with
advisory services in business development, government relations and
private diplomacy. He advises a range of companies on matters
including geopolitical concerns, capital raising, contract bids,
humanitarian aid, energy, defense, logistics and
infrastructure.
Mr. Taylor holds both a Bachelor’s and a
Master’s degree from Harvard University with focuses on
International Relations. He is a previous Gubernatorial appointee
to the Virginia War Memorial Board of Trustees and is a past board
member of the UDT/SEAL association. As a U.S. Congressman he served
on the Appropriations Committee, overseeing all U.S. federal
spending.
Mohamad Rafi bin ShahzadaMr.
Rafi bin Shahzada is a dedicated and self-motivated professional
with extensive experience in management, financial, banking,
hire-purchase, oil & gas, petrochemicals, insurance, legal,
audit, marketing, retailing, manufacturing, consulting, information
technology and accounting. He served as Board of Director of Bank
Rakyat (Malaysia), Malaysia Development Bank Limited, Group project
director of Puncak Oil & Gas. Previously, he was a Group
Financial Controller of SABIC (Saudi Arabia Basic Industries Corp),
a subsidiary of Saudi Aramco.
Mr. Rafi holds numerous professional
designations and an Honours BA (accounting and finance) and an MBA
(accounting and finance) from the University of Wales, United
Kingdom.
Sakthi KumarMr. Sakthi Kumar
has over 20 years of working experience in audit, accounting,
finance, business support function and corporate finance in
multinational companies, locally and internationally. Throughout
his journey, Sakthi worked in different industries such as O&G
and IT covering different regions within the APAC area. Moreover,
his portfolio extends to cover finance, commercial, contracts,
human resources, and administration portfolio for the APAC region.
Subsequently, Mr. Sakthi established his career into Special
Purpose Acquisition Company (SPAC) listed in Malaysia and listed on
NASDAQ. Graduated with a Bachelor of Accountancy (Honors) degree
from University of Malaya and a Master of Business Administration
(“MBA”), majoring in corporate finance from Cardiff Metropolitan
University, London.
Adilzhan KaliyevMr. Adil
Kaliyev is a proactive, goal orientated professional with over 10
years of experience in leadership positions. He has served as
Country Manager for Markmore Energy Limited from 2019 to 2021.
Prior to joining Markmore, Mr. Adil was the founder and COE of
eLoan LLP (ekredit.kz). In 2015, he was appointed as Chairman of
JSC Plemzavod Merke, a large agricultural farm which was acquired
by AGROSTAN LLP which had over 20,000 heads of sheep, 90,000
hectares of land, more than 300 workers. Prior to that, he also
served as CEO of Agrostan LLP and Executive Director of
Kazakhstan-Malaysia Chamber of Commerce.
As part of beginning its mandate, the M&A Transition Task
Force has just returned from an initial visit to Kazakhstan between
15th to 17th March 2023. The visit was initiated by the Transition
Task Force for a site visit to Rakushechnoye Field and to
revitalise COG’s investment venture in Kazakhstan. In addition to
the site visit and internal meetings the Transition Task Force held
several meetings with local management and partners in the project
and with government officials.
About Liberty Resources Acquisition
Corp.
Liberty Resources Acquisition Corp. is a newly
organized blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more
businesses. The Company is led by Dato’ Maznah Binti Abdul Jalil,
Liberty’s Chief Executive Officer, and Dato’ Khalid bin Hj Ahmad,
Liberty’s Chief Financial Officer. Liberty is sponsored by Liberty
Fields, LLC.
About Caspi Oil Gas LLP
COG is the concession owner of the Rakushechnoye
Oil Field, located in West Kazakhstan. The Rakushechnoye License
Block is located onshore Caspian Sea of the Mangyshlak peninsula,
West Kazakhstan. It covers an area of about 287 sq km in the
south-western Manghystau Province. Geologically the field lies
within the South Mangyshlak sedimentary basin and the two largest
fields, Zhetybai and Uzen, are located approximately 65 kilometers
to the north and 85 kilometers to the northeast, respectively. COG
has favorable high-quality oil and gas reserves with API 47 and
zero sulfur. Furthermore, the LPG concentration of C3 + C4 is
between 10% - 12% of gas reserves.
No Offer or Solicitation
This press release relates to a proposed
business combination between Liberty and Caspi and is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed Business
Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Liberty and
Caspi, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.
Participants in the
Solicitation
Liberty and its directors and executive officers
may be deemed participants in the solicitation of proxies from its
stockholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Liberty will be included in the
proxy statement/prospectus for the proposed business combination
when available at www.sec.gov. Information about Liberty’s
directors and executive officers and their ownership of Liberty
common stock is set forth in Liberty’s prospectus, dated
November 3, 2021, as modified or supplemented by any
Form 3 or Form 4 filed with the SEC since the date of
such filing. Other information regarding the interests of the
participants in the proxy solicitation will be included in the
proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
Caspi and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the stockholders of Liberty in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the proxy statement/prospectus for the proposed business
combination.
Cautionary Statement Regarding
Forward-Looking Statement
This press release contains statements that
constitute “forward-looking statements,” including with respect to
the proposed Business Combination, within the meaning of the
federal securities laws. Forward-looking statements may include,
but are not limited to, statements with respect to Caspi’s
products, the likelihood of regulatory approval of such products
and their proposed uses; Caspi's growth prospects and Caspi's
potential target markets, as well as the size of those markets;
Caspi's projected financial and operational performance; new
product and service offerings Caspi may introduce in the future;
the potential business combination, including the implied
enterprise value, the expected post-closing ownership structure and
the likelihood and ability of the parties to successfully
consummate the potential transaction; the anticipated effect of the
announcement or pendency of the proposed business combination on
Liberty’s or Caspi's business relationships, performance, and
business generally; and other statements regarding Liberty’s and
Caspi’s expectations, hopes, beliefs, intentions or strategies
regarding the future.
In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intends," "outlook,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would," and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. You should carefully consider the risks and
uncertainties described in the "Risk Factors" section of any proxy
statement relating to the proposed business combination, which is
expected to be filed by Liberty with the SEC, other documents filed
by Liberty from time to time with SEC, and any risk factors made
available to you in connection with Liberty, Caspi and the
transaction. These forward-looking statements involve a number of
risks and uncertainties (some of which are beyond the control of
Liberty and Caspi), and other assumptions, that may cause the
actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. No
assurance can be given that the business combination discussed
above will be completed on the terms described, or at all.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of Liberty, including those set
forth in the Risk Factors section of the Registration Statement and
preliminary proxy statement for the proposed Business Combination.
Copies of these documents are or will be available on the SEC’s
website, www.sec.gov. Liberty undertakes no obligation to update
these statements for revisions or changes after the date of this
release, except as required by law.
In addition to factors previously disclosed in
Liberty’s reports filed with the SEC and those identified elsewhere
in this communication, the following factors, among others, could
cause actual results and the timing of events to differ materially
from the anticipated results or other expectations expressed in the
forward-looking statements: changes in domestic and foreign
business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the shareholders of Liberty or
Caspi is not obtained; that the required approvals of the
Kazakhstan government are not obtained; the restructuring of Caspi
is not finalized or the creditors of Caspi do not consent to the
transaction; the inability to complete a PIPE offering in
connection with the proposed business combination; failure to
realize the anticipated benefits of the proposed business
combination; risk relating to the uncertainty of the projected
financial information with respect to Caspi; the amount of
redemption requests made by Liberty’s shareholders; the overall
level of demand for oil and gas and the ability of Caspi to deliver
its products to the global market; general economic conditions and
other factors affecting consumer confidence, preferences, and
behavior; disruption and volatility in the global currency,
capital, and credit markets; the ability to maintain the listing of
Liberty’s securities on the NASDAQ where it is believed that it
will be the first listed company with its operations principally in
Kazakhstan; Caspi’s ability to implement its business strategy;
changes in governmental regulation, Caspi’s exposure to litigation
claims and other loss contingencies; disruptions and other impacts
to Caspi's business, as a result of the COVID-19 global pandemic
and government actions and restrictive measures implemented in
response; stability of Caspi's suppliers, as well as consumer
demand for oil and gas, in light of disease epidemics and
health-related concerns such as the COVID-19 global pandemic; the
impact that global climate change trends may have on Caspi and its
suppliers and customers or that regulations seeking to mitigate
climate change could adversely affect Caspi’s production; Caspi’s
ability to recruit and retain qualified personnel to deliver their
services; any breaches of, or interruptions in, Caspi’s information
systems; fluctuations in foreign currency; changes in tax laws and
liabilities, tariffs, legal, regulatory, political and economic
risks.
Actual results, performance or achievements may
differ materially, and potentially adversely, from any projections
and forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties, and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about Liberty
and Caspi or the date of such information in the case of
information from persons other than Liberty or Caspi, and we
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this communication. Forecasts and estimates regarding Caspi’s
industry and end markets are based on sources we believe to be
reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected, and estimated numbers are used for illustrative
purposes only, are not forecasts and may not reflect actual
results.
Contacts
Garry Richard SteinLiberty Resources Acquisition
Corp.Phone: 1-305-809-7217info@liberty-resources.com
MZ GroupShannon Devine+1 (203)
741-8811LIBY@mzgroup.us
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