Notable Mergers and Acquisitions of the Day 11/30: (NXY) (SI)(NOK) (XING)

• Nexen Inc. (NYSE: NXY) reached agreement to create a strategic partnership with a consortium led by INPEX CORPORATION of Japan regarding the development of our shale gas lands in the Horn River, Cordova and Liard basins in northeast BC. Nexen will sell a 40 percent working interest in its northeast BC assets and will remain the operator.
  
  The total consideration for the sale of the 40% interest is $700 million, with 50% upfront and a 50% capital carry. Closing is expected in the first quarter of 2012, at which time approximately $600 million would be due to Nexen.
  
  Following the closing of the transaction, Nexen will hold a 60% interest in the joint venture lands, and the remaining 40% will be owned through INPEX Gas British Columbia Ltd., which is jointly established by INPEX (82%) and JGC Corporation (18%).
  
  Following the closing of the joint venture agreement, the partnership intends to proceed with the appraisal and development of the resource, depending on economic conditions. The 18-well pad we are currently drilling is expected to be completed in the fourth quarter of 2012, increasing gross production volumes to peak rates of approximately 155 mmcf/d in early 2013. The parties will also jointly investigate the feasibility of a potential downstream project including LNG exports.
  
  Our development plan will allow us to unlock the value of our significant shale gas resource in northeast British Columbia. On a gross basis, the joint venture lands are estimated to contain 4-15 tcf of recoverable contingent resource in the Horn River and Cordova basins and a further 5-23 tcf of prospective resource in the Liard basin.
  
  INPEX currently conducts 71 oil and gas projects in 26 countries, making them Japan's largest oil and gas exploration and production (E&P) company. They are engaged in exploration, development and production activities around the globe with production of over 400,000 boe/d and have the largest oil and gas reserves and production volume of any Japanese E&P company.
  
  INPEX brings significant LNG expertise and market access to the partnership. They own interests in large LNG projects including resource in both Indonesia and Australia and are building a regasification terminal in Japan. INPEX holds a 76% working interest in the Ichthys LNG project offshore Australia and is the operator. The project is expected to deliver LNG production volumes of 8.4 million tonnes per year. INPEX holds a 60% working interest in the Abadi LNG project offshore eastern Indonesia and is the operator (in July 2011, INPEX signed an agreement with Shell for transfer of a 30% participating interest. This transaction is subject to certain conditions). The project is expected to deliver LNG production volumes of 2.5 million tonnes per year. The production volume from these two projects is equivalent to 15% or more of Japan's current LNG annual import volumes.
  
  JGC Corporation is one of the world's top engineering contractors, with extensive project management capabilities in the fields of petroleum refining and gas processing, LNG and petrochemicals.
  
  The agreement has been approved by the Board of Directors of Nexen, INPEX and JGC Corporation. Canadian regulatory approval is required and INPEX requires financing approval in order to complete the deal.
  
  Bank of America Merrill Lynch is acting as financial advisor to Nexen on this transaction.
  
  
• NewNet Communication Technologies, LLC, a Skyview Capital, LLC portfolio company, plans to acquire the former Motorola Solutions’ (NYSE: MSI) WiMAX business from Nokia Siemens Networks (NYSE: NOK) (NYSE: SI).
  
  Under the terms of the agreement, NewNet would acquire the complete WiMAX product portfolio, the related employees and assets, as well as active customer and supplier contracts. Approximately 300 Nokia Siemens Networks employees would transfer to NewNet.
  
  The companies expect to close before December 31, 2011.
  
  NewNet Communication Technologies, LLC, a Skyview Capital, LLC portfolio company, announced today that the company plans to acquire the former Motorola Solutions’ WiMAX business from Nokia Siemens Networks. Under the terms of the agreement, NewNet would acquire the complete WiMAX product portfolio, the related employees and assets, as well as active customer and supplier contracts. Approximately 300 Nokia Siemens Networks employees would transfer to NewNet. The companies expect to close before December 31, 2011.
  
  
• Qiao Xing Universal Resources, Inc. (NASDAQ: XING) today announced that it has signed a letter of intent ("LOI") to acquire a 100% equity interest in a company that owns an open-pit marble mine located in Guzhang County, Hunan province, China, from an independent third party.
  
  According to the geological technical report, the Mine covers an area of approximately 0.43 square kilometers and has approximately 60.82 million cubic meters of measured and indicated marble resources (331 + 332 according to Chinese standards). This marble reserve is of a high-grade, black wood-grain type, whose supply is relatively limited in the Chinese market. At present, commercial mining has yet to commence at the Mine.
  
  Under the terms of the LOI, the cash consideration for the acquisition will be determined by a third-party appraisal of the equity value of the Target Company as of October 31, 2011. The Company will pay an upfront refundable deposit of RMB 400 million to the Vendor (the "Deposit") to secure an exclusivity period of 120 days in which to complete the proposed acquisition. To secure the Deposit, the Vendor will pledge 60% of its equity interests in the Target Company to XING. Upon completion of the proposed acquisition, the Deposit will be applied towards the cash consideration. If the proposed acquisition cannot be completed for any reason, the Vendor will refund the Deposit to XING. The completion of the proposed acquisition is subject to, amongst other things, the satisfactory completion of due diligence by the Company and the signing of a definitive sales and purchase agreement. There is no guarantee that, after completion of diligence, XING will proceed with the acquisition on the present terms or at all.

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