Caspi is owned by Halim via his investment vehicle Markmore Energy (Labuan) Ltd, which announced today it had signed a merger agreement with Nasdaq-listed special purpose acquisition company (SPAC) Liberty Resources Acquisition Corp.
The two parties announced that the definitive business combination agreement, or merger agreement, is effective Dec 15 and will result in Liberty becoming a wholly-owned subsidiary of a newly-listed entity (PubCo).
Through a complex restructuring, the resultant amalgamated company (Pubco) ultimately will be Liberty Onshore Energy B.V., which is expected to continue a listing on the Nasdaq.
The exchange filing and announcement, released in the US but obtained by FMT Business, stated the transaction is expected to be completed by the second quarter of 2023, subject to review and approval by the US Securities and Exchange Commission (SEC).
The transaction also requires certain approvals under Kazakh law.
The consolidated company will own Caspi’s Rakushechnoye Oil Field, located in West Kazakhstan covering 287 sq km of production ready oil & gas resources.
The field is forecast to produce 1.7 million barrels of oil, 1.8 million barrels of condensate and 12,454,000 MMBTU (One million British Thermal Units) of gas in 2025 and peaking at 16 million barrels of oil, 3.5 million barrels of condensate and 64,279,000 MMBTU of gas in 2028 respectively, and declining thereafter.
The transaction values Caspi at a US$463.7 million (RM2.05 billion) enterprise value, which combined with US$120 million (RM531.5 million) of new financing and Liberty’s US$117 million (RM518.25 million) in its trust account would result in a pro forma enterprise value of US$701 million (RM3.11 billion), the statement said.
It will have a pro forma market capitalisation of approximately US$633 million (RM2.8 billion), assuming a US$10 (RM44.29) per share price and no redemptions by Liberty stockholders.
Markmore director and Caspi supervisory board member Abu Talib Abdul Rahman said, “Caspi is excited by the prospects (of the merger) and acceleration of our plans and strategies as a result.
“We are privileged to have support from top-tier investors, and prospective access to the US capital markets following the closing of this proposed transaction, which will leave Caspi well-capitalised to exploit our substantial natural resource assets.”
He said Markmore and Caspi’s business model is to exploit the increased financial capability of the combined companies to enhance oil production and develop gas processing facilities.
“This will enable the optimal production and utilisation of the output of oil, condensate and associated gases. The process of combining primary oil production and gas processing avoid the flaring approval needs and wasteful flaring activity.
Liberty CEO Maznah Abdul Jalil said the business combination with Caspi allows the company to share in an early cash flow asset with forecast growing production and cash flow.
“We anticipate this can produce very substantial returns to our investors,” she added.
Halim was known as a corporate high flyer when he was helming the Renong and UEM groups in the 1980’s and 90s. At its height, the companies were beneficiaries of large infrastructure projects implemented under the government’s privatisation policy including the 800km North-South Expressway.
The Asian financial crisis of 1997-98 was a watershed for many of Malaysia’s conglomerates and tycoons including Halim and Renong, which was subsequently taken over by Khazanah Nasional Bhd, the government’s strategic investment fund.
Since then, Halim has generally kept out of the corporate limelight, at least domestically. He has since cast his net further afield and is now focused on oil and gas projects in Central Asia, especially in Kazakhstan.
The announcement today shows he has not lost his touch as a business leader, and that he can still be a force to be reckoned with in the corporate world.