KUALA LUMPUR (Apr 23): Cliq Energy Bhd's proposed acquisition of a 51% equity interest in a special purpose vehicle to be incorporated in Kazakhstan from Phystech Firm LLP (Psytech) for US$117.3 million (equivalent to RM433.4 million) is "fair and reasonable", according to independent valuer Deloitte Corporate Advisory Services Sdn Bhd (Deloitte).

In its filing to Bursa Malaysia today, Cliq Energy said Deloitte had, in its fairness report dated April 22, 2015, estimated the range of fair market values of the 51% equity interest in the SPV at between US$112.6 million and US$124.4 million.

"The purchase consideration of US$117.3 million is within the range of Deloitte's estimated fair market values of 51% equity interest in the SPV of between US$112.6 million and US$124.4 million, and represents a discount of 1% to the mid-point fair market value of 51% equity
interest in the SPV of US$118.5 million. 

"Accordingly, Deloitte is of the opinion that the purchase consideration is fair and reasonable," said the special purpose acquisition company (SPAC). 

"Accordingly, pursuant to the terms of the SPA (sales and purchase agreement), no adjustment will be made to the purchase consideration," it added.

Further, it said it has completed the technical and financial due diligence in respect of the proposed acquisition today.

To recap, the SPAC announced on March 24 that it had entered into a conditional SPA with Kazakhstan-based Phystech to acquire the SPV, in which two producing onshore oilfield blocks in the North Karazhanbas Region of the Buzachi Arch, will be parked by Phystech.

The SPV will be listed in the Kazakhstan stock exchange. The SPA is conditional upon the valuation made by an independent valuer.

The deal is expected to be completed within the next six months from the date of the announcement, subject to the approval of authorities and shareholders.

The proposed acquisition represents a qualifying acquisition (QA) for the company to graduate from being a SPAC into becoming a junior independent exploration and production company. April 2016 is its deadline to acquire an asset.