Canadian Superior Energy Inc. Announces Merger Proposal with Canadian 88 Energy Corp. Transaction Valued at $700 Million.Business Editors CALGARY, Alberta--(BUSINESS WIRE)--April 26, 2001 Canadian Superior Energy Inc. ("Canadian Superior")(CDNX CDNX See Canadian Venture Exchange (CDNX). :SNG SNG abbr. 1. substitute natural gas 2. synthetic natural gas .) of Calgary, Alberta announced today an unconditional offer of $4.95 per share to all shareholders of Canadian 88 Energy Corp. ("Canadian 88") to combine the two companies. Under the terms of the offer, which is subject to regulatory approval, each common share of Canadian 88 will be exchangeable into 2.75 shares of Canadian Superior. Canadian Superior proposed today that shareholders vote in favour of a Plan of Arrangement to allow the combination of Canadian Superior and Canadian 88. The new merged company will be a focused gas-oriented company, operating in two of North America's premier natural gas producing basins, the Alberta Foothills of Western Canada
Western Canada, commonly referred to as the West and the Nova Scotia Nova Scotia (nō`və skō`shə) [Lat.,=new Scotland], province (2001 pop. 908,007), 21,425 sq mi (55,491 sq km), E Canada. Geography Offshore area of Atlantic Canada. Canadian Superior Chairman, Don Axford, said in Calgary today, "The merged companies will have one of the best and most exciting inventories of world-class exploration prospects in the Canadian Atlantic and significant Western Canadian exposure. Upon completion of the merger, the company will be positioned to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the enviable situation of being one of Bay Street's and Wall Street's best Canadian natural gas energy plays", Axford said. Under the proposed Plan of Arrangement, a new board of directors will be implemented to oversee the new company. The new Board of Directors will include two directors from Canadian Superior, two from Canadian 88, two directors representing major institutional shareholders and two independent directors. The independent directors proposed will be Gerald J. Maier of Calgary, Alberta, former Chairman and C.E.O. of TransCanada Pipelines and previous Chairman and C.E.O. of Bow Valley Bow Valley is a valley located along the upper Bow River in Alberta, Canada. It may be named for its resemblance to an archer's bow. Parks Bow Valley Provincial Park (part of the Kananaskis park system) is established east of the Canadian Rockies in the arch of the Industries Ltd. and Hudson's Bay Oil and Gas Ltd. and previously a director of BCE BCE abbr. 1. Bachelor of Chemical Engineering 2. Bachelor of Civil Engineering BCE Abbreviation for before the Common Era. Inc., Bank of Nova Scotia, DuPont Canada Inc. and Petro-Canada; and Dale G. Blue of Toronto, Ontario, recent Past Chairman, President and C.E.O. of Chase Manhattan Bank The Chase Manhattan Bank, now part of JPMorgan Chase, was formed by the merger of the Chase National Bank and the Bank of the Manhattan Company in 1955. The bank is headquartered in New York City. of Canada and previously President and C.E.O. of Chemical Bank of Canada Bank of Canada Canada's central bank, established under the Bank of Canada Act (1934). It was founded during the Great Depression to regulate credit and currency. The Bank acts as the Canadian government's fiscal agent and has the sole right to issue paper money. . "After giving effect to the merger, the new company will have a strong balance sheet to allow it to proceed forward with the development of world-class Nova Scotia Offshore Prospects and an attractive inventory of prospects in Western Canada", Rick Watkins, Canadian Superior's Vice President of Corporate Finance said. "Canadian Superior's initiative will provide strong leadership and direction for the combined companies with significant synergy and upside for shareholders of both Canadian Superior and Canadian 88", Watkins said in Calgary today. The merged company will have approximately 2,350,000 gross acres (1,350,000 net) acres of attractive acreage in Western Canada and Offshore Nova Scotia and own the following principal assets: Western Canadian Assets - High working interest producing properties containing significant proved reserves proved reserves The quantity of minerals expected to be recoverable under current economic and operating conditions. The amount of proved reserves is important in valuing the stock of a company with significant holdings in natural resources. with expected average daily sales in excess of 85 MMCFE/D, after giving effect to the sale of certain Canadian 88 properties, with significant annualized annualized Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. cash flow. - A large inventory of high-impact exploration plays covering approximately 750,000 gross (500,000 net) undeveloped acres covered by extensive D-2 and 3D seismic data. - An attractive inventory of approximately 200 defined exploitation and development drilling locations with significant undeveloped reserve potential. - Significant midstream mid·stream n. 1. The middle part of a stream. 2. The part of a course that is neither at the beginning nor at the end: the midstream of life. Noun 1. assets with an estimated replacement cost of over $100 Million and third-party processing income. - Tax pools of over $200 Million (net of certain properties sales.) Nova Scotia Offshore - Six exploration licenses totaling approximately 1.6 million gross acres (850,000 net acres) where Canadian Superior has identified several world-class high impact exploration plays. - On four exploration licenses, several deep water Turbidite tur·bi·dite n. A sedimentary deposit formed by a turbidity current. turbidite A sedimentary deposit formed by a turbidity current. Sand fan deposits have been identified; the first of which will be drilled on a 50/50 basis with Kerr McGee Corp. starting in 2002. - On the other two exploration licenses, which are 100% owned by Canadian Superior, Canadian Superior is currently proceeding ahead with drilling planned for September of this year on its "Marquis Prospect" Offshore Nova Scotia on what is arguably ar·gu·a·ble adj. 1. Open to argument: an arguable question, still unresolved. 2. That can be argued plausibly; defensible in argument: three arguable points of law. one of the most exciting prospects in the Atlantic. The company's new holdings are located in shallow water See:
- The offshore plays are supported by Canadian Superior's extensive seismic database, which is one of the largest and most modern data sets in the Atlantic. The new company's business plan will focus on the Nova Scotia Offshore areas and cash flow generation in Western Canada and: - Canadian Superior providing strong leadership and direction for the combined companies. - Facilitating the sale of certain Canadian 88 assets to provide for a strong balance sheet. - Replacing the production and reserves to be sold with a strategic acquisition and/or the development of several existing projects including development drilling in the Alberta Foothills "Blackstone" area. - Fully developing the 100% owned large Olds/Crossfield properties and newly expanded 100% owned Olds gas plant now owned by Canadian 88, and consider midstream opportunities. - Accelerating the rate of development of proved and probable non-producing properties. - Rapidly proceeding ahead with the world-class exploration portfolio in the Nova Scotia Offshore area to provide maximum shareholder value. - Completing seismic operations currently underway over shallow water prospects now owned by Canadian Superior in the Nova Scotia Offshore shelf area in order to facilitate initial drilling of at least one of Canadian Superior's world-class prospects by September of 2001. Utilize Canadian Superior's extensive East Coast seismic database to expedite drilling on the massive multiple target deep water Turbidite Sand plays identified by Canadian Superior for future drilling and for drilling during 2002 in partnership with the Kerr McGee Corp. These world-class prospects will provide several years of focused opportunities for shareholders over the years to come. "In summary, we believe the deal offers tremendous opportunity to both companies", said Rick Watkins of Canadian Superior. "88 has been looking for Looking for In the context of general equities, this describing a buy interest in which a dealer is asked to offer stock, often involving a capital commitment. Antithesis of in touch with. a buyer for some time and we see a lot of synergy in combining the holdings of both companies into an attractive, new intermediate producer". The Board of Directors of Canadian 88 will be required to call a meeting of Canadian 88 shareholders to consider the proposed merger and upon receipt of the request will have 21 days to call a shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. . Canadian Superior also intends to call a meeting of its shareholders to consider the merger. Shareholders of both companies will receive additional information about the proposed merger in connection with those meetings. Canadian Superior is a Calgary based oil and gas exploration and production company. The shares of Canadian Superior trade on the Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) (CDNX) under the stock symbol (SNG). Certain information regarding the transaction outlined above may constitute forward-looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results or estimates to differ materially from those anticipated or implied in the forward-looking statements. An analysts' teleconference will be held at 9:00 a.m. E.S.T. on Friday, April 27, 2001 to review the merger proposal. Interested parties may dial into the call by telephoning 1-888-832-0082 for long distance callers and, for callers in Calgary, the number is (403) 216-0900. The information contained herein has been neither approved nor disapproved by the Canadian Venture Exchange. |
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