HOUSTON, TX / ACCESSWIRE / June 3, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the “Company” or “Camber”), based in Houston, Texas, today announced that it has provided the NYSE American copies of the final transaction documents between the Company and Lineal Star Holdings (“Lineal”), www.LinealStar.com, relating to the Company’s planned acquisition of Lineal pursuant to its previously disclosed non-binding letter of intent, for approval. The approval of the NYSE American of the terms and conditions of the closing documents is a condition to closing the acquisition.
The closing remains subject to the holder of the Company’s Series C Redeemable Convertible Preferred Stock agreeing to the terms of the transaction and entering into an agreement with the Company in connection therewith (which agreement will also be subject to NYSE American approval), Lineal confirming certain tax matters associated with the transaction, and certain other closing conditions which the Company is taking steps to finalize.
Lineal’s subsidiaries provide midstream and downstream pipeline integrity services, specialty construction and field services and have entered into a non-binding letter of intent to purchase a Houston based Engineering and Procurement firm to expand their current service offering to a full range of engineering, procurement, specialty construction and upstream, midstream and downstream field services.
Louis G. Schott, Interim Chief Executive Officer of Camber stated, “We are happy to report the negotiation of what we believe to be final transaction documents with Lineal. We are continuing to have discussions with the holder of our Series C Redeemable Convertible Preferred Stock and working towards completing the previously announced acquisition of Lineal.”
The closing of Camber’s Lineal transaction, which is an all-stock transaction, is subject to customary closing conditions, confirmation of final transaction documents and transaction terms, including confirmation of the structuring the transaction to be on a tax free basis, 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 thereof, and obtaining the requisite NYSE American approval of the transaction terms and agreements, which conditions may not be satisfied in a timely manner, if at all. The transaction contemplates the issuance of a new series of convertible preferred stock which will be convertible into 67-70% of the fully diluted common stock of Camber after shareholder approval, as required under the applicable NYSE American rules and requirements. Upon receipt of shareholder approval, it is contemplated that the shareholders of Lineal will have voting control of the Company.
The transaction may not close timely, on the terms set forth in the previously executed Letter of Intent, or at all. The transaction is subject to the conditions above, and the parties currently anticipate entering into a definitive agreement in connection with the transaction (subject to the conditions described above) by the end of the week, which agreement and definitive terms associated therewith will be included on a Form 8‑K filed by the Company.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle as well as other basins. For more information, please visit the Company’s website at www.camber.energy.