M&A International Member Firms Complete Magellan Transaction

NEW YORK, May 4 /PRNewswire/ -- TM Capital Corp. of New York and Atlanta and Baron Partners of Sydney and Adelaide Australia today announced the acquisition by Magellan Petroleum Corp. (NASDAQ: MPET) of over 90% of the shares of Magellan Petroleum Australia Limited (Australia Stock Exchange: MAG) via an unsolicited cross-border exchange offer. Attaining this level enables Magellan Petroleum to proceed with a merger to achieve 100% ownership of its previously 55%-owned affiliate, creating a unified ownership and management structure which is expected to enhance shareholder value.

TM Capital and Baron Partners served as joint financial advisors to Magellan Petroleum Corp. and are fellow members of M&A International, Inc., the leading global alliance of merger and acquisition advisory firms.

The transaction was completed via a cross-border unsolicited exchange offer in which Magellan Petroleum offered to exchange 0.75 of its common shares and A$0.10 for each Magellan Petroleum Australia Limited ("MPAL") share, valuing the entire equity of MPAL at approximately US$80 million. Despite initial opposition from the Independent Directors on MPAL's Board, the offer was overwhelmingly accepted by MPAL shareholders, and the Independent Directors ultimately revised their recommendation in favor of the offer.

Walter McCann, Chairman of Magellan Petroleum Corp., said, "We selected TM Capital and Baron Partners to complete this important assignment because we believed that, as M&A International members, they would work together seamlessly to complete this complex cross-border transaction. We could not be more pleased with the successful outcome they have achieved for our company."

W. Gregory Robertson, President of TM Capital, said "We believe this transaction stands as the only successful unsolicited cross-border exchange offer for a mid-sized company in recent years. This complex transaction required specialized expertise in multiple regulated securities markets, uniquely demonstrating the power of the M&A International alliance to achieve clients' goals."

Paul Young, Executive Director of Baron Partners, said "We joined M&A International with the goal of enabling mid-sized clients to complete complex cross-border transactions throughout global markets, and we are pleased to have helped make this opportunity a reality."

Magellan Petroleum Corp. is engaged in the sale of oil and gas and the exploration for oil and gas reserves in Australia, New Zealand, the United Kingdom and Canada.

TM Capital Corp. is a New York and Atlanta merchant bank founded in 1989 which has completed over 130 mergers, acquisitions and financings for clients totaling over $7 billion in value. TM Capital has been a member of M&A International since 1994.

Baron Partners is a Sydney and Adelaide merchant bank specializing in providing mergers and acquisitions advice to mid-cap publicly listed companies. Since its establishment in 1987 Baron has completed over 200 transactions totaling over $3 billion in value. Baron has been a member of M&A International since 1995.

M&A International is the world's leading alliance of merger & acquisition advisory firms focusing primarily on mid market transactions. With 41 firms in 35 countries, M&A International members completed 271 transactions in 2005 with a total value of US$21 billion.