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CNPC International acquires PetroKazakhstan for US$4.18 billion

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On October 26, 2005, CNPC International Ltd. (CNPCI), a subsidiary of China National Petroleum Corp. (CNPC), China's largest state-owned oil company, acquired PetroKazakhstan Inc. by way of a plan of arrangement for a total consideration of US$4.18 billion in cash. Under the terms of the acquisition, CNPCI agreed to pay US$55 per share, which represented a premium of approximately 22 per cent over the August 19 closing price of US$45.24 per PetroKazakhstan share, and a premium of 24.4 per cent based on the weighted average closing price per share on the New York Stock Exchange for the 20 previous trading days ending August 19, 2005. PetroKazakhstan is a Canadian-based, TSX-listed energy company operating in Kazakhstan. It is engaged in the acquisition, exploration, development and production of oil and gas, refining of oil and the sale of oil and refined products. CNPC is one of the world's leading integrated energy companies and China's largest producer and supplier of crude oil and natural gas. Bill Orr (corporate governance), John Sabetti (corporate) and Murray Braithwaite (research) of Fasken Martineau advised the special committee of independent directors of the board of directors of PetroKazakhstan.



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