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PetroKazakhstan produced 150,000 barrels of oil per day last year and has proven and probable reserves of 535 million barrels.
CNCP, the parent company of PetroChina, the world's fifth-largest listed oil company, will pay US$55 a share in cash, a 21.1% premium to last Friday's closing price, according to PetroKazakhstan.
If the deal goes ahead it will be China's first successful takeover of a foreign-listed energy firm.
China imports about 40% of its 6Mbopd oil consumption. Beijing is eager to ensure security of energy supplies and Chinese oil companies have long been looking for foreign takeover targets.