CanadianOxy announces intention to bid For Wascana-Cash offer to be $20.50 per share.REGINA, SASKATCHEWAN--(BUSINESS WIRE)--March 18, 1997-- Wascana (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). , ME WE.) Canadian Occidental (TSE, ME, AMEX AMEX See: American Stock Exchange CXY.) Canadian Occidental Petroleum Occidental Petroleum Corporation ("Oxy") NYSE: OXY is an international oil and gas exploration and production company with operations in the United States, Middle East/North Africa and Latin America regions. Ltd. ("CanadianOxy") and Wascana Energy Inc. ("Wascana") jointly announce that CanadianOxy will make an all-cash offer of $20.50 per share (the "Offer") for all of the issued and outstanding shares of Wascana. "CanadianOxy's North American operations North American operation Surgical oncology Radical surgery of a 'frozen pelvis', consisting of radical en bloc resection of the uterus and urinary bladder. See 'Frozen pelvis.'. Cf 'All-American' and 'South American' operations. are a dependable source of production and cash flow and are vital to our strategy for global growth", said David Hentschel, President and Chief Executive Officer of CanadianOxy. "Wascana's assets will complement and strengthen these operations." Following a meeting of the Board of Directors of Wascana, Ted Hanlon, Chairman, said: "The Directors have reviewed the offers for Wascana's shares that have been received and have concluded that the bid by CanadianOxy is the most beneficial for shareholders and recommend that it be accepted". The Offer has the unanimous support of Wascana's and CanadianOxy's respective Boards of Directors and a pre-acquisition agreement has been entered into. The agreement provides that Wascana will pay CanadianOxy a break-up fee of 2 percent in certain circumstances. In addition, Wascana has granted to CanadianOxy a right of first refusal Right of First Refusal In general, the right of a person or company to purchase something before the offering is made available to others. Notes: For example, a football team may have the right of first refusal on a player's contract. with respect to any subsequent offers. The Offer represents a 25 percent premium to the closing price of Wascana's shares on The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. on February 11, 1997, the day before Talisman Energy Inc. announced a take-over bid for Wascana, and a 13 percent premium to the imputed value Imputed value Refers to the value of an asset, service, or company that is not physically recorded in any accounts but is implicit in the product, e.g., the opportunity cost of cash remaining in a savings account and not invested. of Talisman's offer at the close of markets on March 17, 1997 of $18.13. The documentation associated with the Offer is expected to be mailed to Wascana's shareholders no later than midnight on March 25, 1997 and the Offer will expire approximately 21 days thereafter. The Offer will be conditional upon 66 2/3 percent of Wascana's shares outstanding being tendered. CanadianOxy will fund the Offer from internal cash flow and the drawdown Drawdown The peak to trough decline during a specific record period of an investment or fund. It is usually quoted as the percentage between the peak to the trough. Notes: of committed, long term bank lines. Upon completion of this transaction CanadianOxy's debt will equal approximately 2.5 times pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma 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. 1997 cash flow. CanadianOxy is committed to aggressive reduction of this debt and expects to be significantly under two times cash flow within two years, without impairing the capital program of either company. Combined conventional production will total approximately 115,000 barrels of oil equivalent per day in Canada and 264,000 barrels world wide in 1997, making CanadianOxy one of the three largest oil and gas producers based in Canada. Combined land holdings in Western Canada will total approximately 3.6 million acres, one of the largest exploration portfolios in the basin. The two companies have extensive joint and complementary land interests and a large number of drill-ready prospects to pursue for reserves and production growth. Following completion of the transaction, Wascana will be a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of CanadianOxy and will manage the combined conventional oil and gas assets in Western Canada. The head office of Wascana will remain in Regina and Wascana will continue to comply with the provisions of the Wascana Energy Act. No net loss of jobs in Saskatchewan is contemplated and Wascana will continue its support of Saskatchewan business, education, First Nations and other stakeholders in the Province. Both CanadianOxy and Wascana have capable and talented staff. Overall, the people from both companies will be integrated to create a strong new entity focused on and equipped for growth. "The assets and people of CanadianOxy and Wascana are an excellent fit. It makes economic and organizational sense to operate our Western Canadian conventional assets as one entity", Mr. Hentschel said. "This is one of those unique opportunities where all parties come away from this deal with a win. Wascana's shareholders are receiving a fair price that reflects the upside in their company's asset base. CanadianOxy's shareholders will benefit from increased exposure to lower risk Canadian opportunities, a more balanced portfolio and accelerated growth over the coming years." CanadianOxy is a global energy and chemical producer with core producing operations in Canada, the United States and Yemen. CanadianOxy's shares are listed on the Toronto, Montreal and American stock exchanges This is a list of American stock exchanges. Stock exchanges in Latin America (where Spanish and Portuguese prevail) use the term Bolsa de Valores, meaning 'bag' or 'purse' of 'values'. under the symbol "CXY". Wascana is a senior Canadian oil and gas exploration, production and marketing company headquartered in Regina, Saskatchewan. Wascana's shares are listed on the Toronto and Montreal stock exchanges Montreal Stock Exchange See Bourse de Montreal, Inc. (Canadian Derivatives Exchange) under the symbol "WE". A conference call has been scheduled for 9:00 AM Mountain Standard Time (10:00 AM Central Standard Time, 11:00 AM Eastern Standard Time) on March 18 to discuss this Offer. Interested parties may connect to this conference by telephoning 1-800-997-6765. CONTACT: Wascana Energy Inc. Tim Jeffery, 306/781-8590 or Canadian Occidental Petroleum ltd. Kevin Finn, 403/234-1932 |
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