CALGARY, Feb. 26 /CNW/ - Verenex Energy Inc. ("Verenex" or the "Company") (VNX - TSX) announced that it entered into a definitive agreement (the "Agreement") on February 24, 2009 whereby a wholly-owned subsidiary of CNPC International Ltd. ("CNPCI") has agreed, subject to the terms of the Agreement, to make an offer to acquire all the outstanding common shares of Verenex by way of a take-over bid (the "Offer") for C$10.00 per share in cash. The aggregate value of this transaction will be approximately C$499 million. Mailing of the Offer to Verenex shareholders is subject to the fulfillment of certain conditions for the benefit of CNPCI which, if not satisfied, will result in the Offer not proceeding. The primary condition precedent to the mailing of the Offer is the receipt from the Libyan National Oil Corporation (the "NOC") of written consent to the acquisition of Verenex by CNPCI (and certain other related matters) in the form contemplated by the Acquisition Agreement (the "NOC Consent"). In order for the transaction to proceed, consent from the NOC is required under the terms of an exploration and production sharing agreement to which NOC and Verenex are parties. Such written consent has been requested but not yet received and no assurance can be given that the consent will be given, or, if given, will be in the form required by the Agreement. The Offer, if made, will be conditional upon, among other things, valid acceptance of the Offer by Verenex shareholders owning not less than 66 2/3% of the outstanding Verenex shares (calculated on a fully-diluted basis). In addition, the Offer will be subject to certain customary conditions, regulatory approvals (including all required approvals from the Libyan Government) and the absence of any material adverse change with respect to Verenex. The Agreement will be filed on SEDAR at www.sedar.com. This announcement coincides with the release on SEDAR, in response to unusual trading activity, of a material change report which was previously filed on a confidential basis with securities regulators.

The Agreement reached is the result of the strategic review previously announced by Verenex. The Agreement has been recommended by the Independent Committee of the Board of Directors of Verenex (the "Independent Committee") and has been approved by the Boards of Directors of both Verenex and CNPCI. In addition to support from the Verenex Board of Directors, the Agreement contains customary provisions prohibiting Verenex from soliciting any other acquisition proposal but allows the Verenex Board of Directors to accept and recommend a superior proposal upon payment of a break fee of C$15 million (subject to a right to match provision in favour of CNPCI).

The Verenex Board of Directors, after consulting with its financial and legal advisors, has unanimously determined that the Offer is fair to the Verenex shareholders and is in the best interests of Verenex and the Verenex shareholders and has recommended acceptance of the Offer by the Verenex shareholders. FirstEnergy Capital Corp., a financial advisor to Verenex, has provided the Independent Committee with its verbal opinion that, subject to review of final documentation, the consideration to be received by the shareholders of Verenex pursuant to the proposed Agreement is fair, from a financial point of view, to the Verenex shareholders. All of the members of the Verenex Board, its executive officers and its major shareholder, Vermilion Resources Ltd. (representing in aggregate approximately 45% of the outstanding common shares on a fully diluted basis), have entered into lock-up agreements pursuant to which they have agreed to tender their common shares to the Offer in accordance with the terms of the Agreement.

Standard Chartered Bank and FirstEnergy Capital Corp. are acting as financial advisors, and Macleod Dixon LLP is acting as legal counsel, to Verenex.

Scotia Waterous Inc. is acting as exclusive financial advisor, Dewey & LeBoeuf LLP is acting as lead legal counsel, Stikeman Elliot LLP is acting as Canadian legal counsel and Ernst & Young is acting as tax and accounting advisor, to CNPCI.

About Verenex

Verenex is a Canada-based, international oil and gas exploration and production company with a world-class discovered resource base and exploration portfolio in the Ghadames Basin in Libya. Under the EPSA terms for Area 47, Verenex is the operator and holds a 50% working interest in the initial 5-year Exploration Period which reduces to 25% for any commercial developments retained in a subsequent 25-year Exploitation Period. These working interest levels reflect the Company's required share of capital funding during the periods. In any commercial development scheme, Verenex would fund 25% of capital expenditures and 6.85% of operating costs and receive an initial production allocation (free of all taxes and royalties) of 6.85%. A more complete description of the Area 47 contract terms is included in the Company's various filings on www.sedar.com.

About CNPCI

CNPC International Ltd. ("CNPCI") is wholly owned by China National Petroleum Corporation ("CNPC").

CNPC is a global leading integrated energy corporation, involved in both upstream and downstream operations, oil and gas field engineering and technical services, and petroleum materials and equipment manufacturing and supply. CNPC's website can be accessed at www.cnpc.com.cn.

CNPC, through CNPCI, invests in the overseas petroleum sector and its oil and gas exploration, development and production operations spread over 27 countries in Asia, Africa, North America and South America. CNPC advises that it has crude oil production of 2.75 million barrels per day and natural gas production of 5.6 billion cubic feet per day, and has oil reserves of 22.4 billion barrels and natural gas reserves of 81.9 trillion cubic feet. In addition to its production activities, CNPC has activities in oil pipelines, refining, petrochemical, oil trading and refined product sales.