Century Petroleum Announces The Proposed Reverse Merger With A Ibeto Group

May 25, 2018 10:39 ET | Source: Century Petroleum Corp
NEW YORK, May 25, 2018 (GLOBE NEWSWIRE) — Century Petroleum Corp. (OTC:CYPE) (“Century” or the “Company”) is pleased to announce that it has entered into a binding letter agreement dated as of May 25, 2018 (the “Letter Agreement”) with a leading Nigerian-based cement company, Ibeto Cement Company Limited (“Ibeto”). The Letter Agreement outlines the proposed terms and conditions pursuant to which Century Petroleum Corp and Ibeto Cement Company Limited will effect a business combination that will result in a reverse takeover of Century Petroleum by the shareholders of Ibeto Cement Company Limited (the “Proposed Transaction”). The Letter Agreement was negotiated at arm’s length. Per the Agreement, Dr. Cletus Ibeto has acquired 70% control of Century Petroleum Corp. Effective May 24, 2018, Mandla J. Gwadiso, newly appointed Chairman and CEO of Century Petroleum Corp has stepped down and Dr. Cletus M. Ibeto has been appointed as the new Chairman of the Board effective immediately. Dr Cletus Ibeto was advised by Palewater Advisory Group Inc. on this transaction.

Ibeto Cement Company Limited, a privately held company organized/incorporated under the Nigerian laws, is one of the most dominant players in the fast-growing cement industry in Nigeria and, by extension, Africa. To increase its production and packaging capacity, the Ibeto Cement Company Limited is currently developing two cement plants in Nigeria namely: – one in Ebonyi State and one in Cross River State/Abia State. Each of the plant is a State-of-the-art 6,000 Metric Tons-per-day (TPD) plant and are sitting on an abundant deposit/reserve of quality limestones.

Ibeto Cement Company Limited is owned by the industrial Nigerian Billionaire – Dr. Cletus Madubugwu Ibeto, CON. Dr Ibeto is a world-class business leader and enterpreneur who has built successful companies/industries in Nigeria and beyond. Through Ibeto Cement Company Limited, Dr Ibeto has seriously impacted the cement market in Nigeria. This transaction will enable Ibeto Cement Company Limited to raise sufficient capital to dominate the industry in Nigeria and West African sub region as a whole.

Kent A. D. Clark, Chairman of Palewater Global Management Inc., the current parent company of Century Petroleum Corp, stated thus:

“The reverse merger with Century Petroleum Corp is a vital step in becoming a vibrant public company and is a key element of our growth strategy. This reverse merger is a significant accomplishment for the Palewater Global Management Inc. Team.” Clark continued, “We believe the positioning of Century Petroleum Corp. as a publicly-traded company will afford all the greatest opportunity to capitalize on the rapidly growing demand for high quality, lower-cost industrial products around the world.”

Dr. Cletus Ibeto, The Chairman of The Ibeto Group, the parent company of Ibeto Cement Company Limited, Nigeria, opined that:

“Our key strategic objective in the vast and extensive development of Cement business in Nigeria and West African sub-region is to make cement affordable to all Nigerians and tiers of government in such a way that they should be able to develop modest homes for themselves and their families inclusive of road infrastructure. As far as I am concerned and with the knowledge I have and what I know in this business, the cement business is an investors’ haven especially in Nigeria and a much more profitable business than crude oil where a lot of people think is the best place to invest. This probably explains why the few people in the business have deliberately created very strong barrier to entry into the industry for prospective investors. It is therefore my honest belief that this reverse merger will enable us to accomplish this objective. In the end and, in line with our strategic intent and objective, we are geared to be a world-class cement company in terms of quality, affordability, innovation, service, environment, safety, and corporate governance and also to be a part of building the country’s needed infrastructure.

Dr Ibeto continued, it has been a long journey since I have been in business and none of my companies or businesses has been public. I have a desire to build a formidable structure for companies that will outlive me.

Moving on, everybody knows that I have had great success investing in Nigeria for myself, my family and the communities in which my businesses operate, but then the time has come for me to replicate the successes I have enjoyed in Africa on a global scale. My plan is to share my wealth of experience that has made me a leader in business today so as to ensure that which God has given to me as a gift, building successful businesses, benefits God’s people beyond Africa.

For me, this is a legacy I am building for generations to come. Century Petroleum Corp is the vehicle I plan to use as a catalyst of empowerment for all Nigerians and people all over the world as the shares of the company will be traded internationally”.

I am extremely excited to have Century Petroleum Corp as future part of the IBETO group and having taken over the reigns as the Chairman of the Board of Directors of the company will enable me to put together teams that will help grow the company and propel it and also members of the board that will help me breathe life into what Century Petroleum will ultimately become.

It is also my wish to state here that my years of experience in business as well as my success record, prove that I have the ability to build companies/businesses organically as I had done with the businesses that I have started from ground up and inorganically through businesses that I have acquired as means to grow swiftly in my vertical integration strategy.

Terms of the Transaction

The Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar forms of transactions or a series of transactions that have a similar effect with Ibeto Cement Company Limited acquiring total control of Century Petroleum Corp, whereas, the survivor/legacy of the merger would be called “Ibeto Cement International Corporation”, a transaction that will make Ibeto Cement Company Limited a 70% control shareholder of Ibeto Cement International Corporation (“the merger survivor”). The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Century Petroleum Corps and Ibeto Cement Company Limited.

Completion of the Proposed Transaction is subject to a number of conditions, including completion of the merger, receipt of all necessary shareholder/shareholding and regulatory approvals, the execution of related/applicable transaction documents, approval of the SEC and Finra for the business combination and change of name.

In connection with the Proposed Transaction, the Company will be required to, amongst others: (i) change its name to a name requested by Ibeto Cement Company Limited and acceptable to applicable regulatory authorities; (ii) consolidate/consolidation of its outstanding Century Petroleum Shares on a basis to be determined (the “Consolidation”); (iii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of Ibeto Cement Company Limited; and (iv) create a new class of non-participating super voting shares that would be issued to the founder of Ibeto Cement Company Limited, Dr. Cletus M. Ibeto, under the Proposed Transaction.

In the Proposed Transaction, existing shareholders of the Company as of immediately prior to the completion of the Proposed Transaction would hold post-Consolidated Century Petroleum Shares (whose voting rights will be subordinated) with a value, based on the merger. Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of Ibeto Cement Company Limited) to be filed by the Company in connection with the Proposed Transaction.

About Century Petroleum Corp

Century Petroleum Corporation operates as an oil and gas exploration company. The Company markets its services throughout the United States.

About Ibeto Cement Company Limited.

Ibeto Cement Company Limited, located in Bundu Ama, Port Harcourt, Rivers State of Nigeria, began cement bagging operations at its bagging terminal in Port Harcourt in the year 2005. It is an ultra-modern bagging plant with a flat-storage capacity of 50,000 metric tons and a production capacity of 1,500,000 metric tons per annum, which translates to a production capacity of 4,000+ metric tons per day.

It has two (2) production lines, each with a capacity of 2,700 of 50kg bags per hour or designed total production capacity of 5,400 of 50kg bags per hour. It also has a third production line – popularly known as the “big/jumbo bag plant” – for big bags of 1,500 kilograms, and also fourth production line for bulk cement powder which is loaded on special cement trucks fitted with tanks and discharge pumps.

An integral part of the plant facility is a modern purpose-built jetty (Ibeto Jetty) that can take in ships of 190+ meters long with a sophisticated and state-of-art ship-unloaders and mounted at the waterfront on the Jetty to facilitate discharge of bulk cement from offshore/foreign mother vessels.

In line with the Nigerian Backward Integration Policy (BIP) on cement and in response to the Federal Government’s call to increase local production of cement, Ibeto Cement Company Limited acquired the premier Nigeria Cement Company Limited (Nigercem) which has a plant located in Nkalagu, Ebonyi State. The strategic acquisition of Nigercem is aimed at expediting Ibeto Cement’s local production of cement by resuscitating the Nigercem plant and developing the project, as a brand new dry process plant.

Additionally, the Ibeto Cement Company Limited is also developing another 6,000 Metric Tons Per Day (TPD) Cement plant at Cross River State/Abia State of Nigeria.



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