UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 21, 2006 (April 21, 2006)
Magellan Petroleum Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-5507
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06-0842255 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 10 Columbus Boulevard, Hartford, CT
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06106 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
860-293-2006
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events
On April 21, 2006, Magellan Petroleum Corporation (the “Company”) issued a press release
announcing that (1) the Company has extended for an additional three weeks, until May 12, 2006, its
ongoing exchange offer to acquire all of the ordinary shares of Magellan Petroleum Australia
Limited (“MPAL”) that it does not currently own (the “Exchange Offer”); (2) the Company’s relevant
interest in MPAL shares has increased to 85.23%; and (3) the Company expects to be admitted to the
Official List of the Australian Stock Exchange (“ASX”) and its common stock (represented by CDIs)
to be quoted under the ASX trading symbol “MGN” next week once final administrative matters are
cleared with the ASX.
A copy of the Company’s press release dated April 21, 2006 is filed herewith as Exhibit
99.1 and is hereby incorporated by reference.
On April 21, 2006, the Company filed a Fifth Supplementary Bidder’s Statement with the
Australian Securities and Investments Commission and the Australian Stock Exchange in Australia to
announce (1) that the Company’s relevant interest in MPAL shares has increased to 85.23% and (2)
the Company’s decision to extend the Offer Period for an additional three weeks, until May 12,
2006. On April 21, 2006, the Company also mailed its Fifth Supplementary Bidder’s Statement to
MPAL’s Australian shareholders, together with a letter from Walter McCann, Chairman of the Board of
Directors of the Company.
A copy of the Company’s Fifth Supplementary Bidder’s Statement, accompanied by Mr. McCann’s
letter to MPAL shareholders, is filed herewith as Exhibit 99.2 and is hereby incorporated
by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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99.1
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Press Release of the Company, dated April 21, 2006, announcing the ASX
listing plans and update on the Exchange Offer. |
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99.2
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Fifth Supplementary Bidder’s Statement of the Company, dated April 21,
2006, and accompanying letter of Walter McCann, Chairman of the Board
of the Company, to MPAL Shareholders. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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MAGELLAN PETROLEUM CORPORATION
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By: |
/s/ Daniel J. Samela
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Name: |
Daniel J. Samela |
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Title: |
President, Chief
Executive Officer |
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Dated: April 21, 2006
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