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Cypress Energy Inc. Announces Equity Offering and Revised Take-over Bid for Canadian Jorex Limited.


CALGARY, ALBERTA--(BUSINESS WIRE)--JULY 29, 1996--CYPRESS ENERGY (Alberta Stock Exchange Alberta Stock Exchange

See Canadian Venture Exchange (CDNX).
: CYZ.A) Cypress Energy Inc. announced that it has entered into an underwriting agreement Underwriting agreement

The contract between a corporation issuing new publicly offered securities and the managing underwriter as agent for the underwriting group. Compare to agreement among underwriters.
 with Griffiths McBurney & Partners and Richardson Greenshields of Canada Limited to complete an underwriting for the distribution of up to 4,514,285 Special Warrants at a price of $1.75 per Special Warrant.

Each Special Warrant represents a unit comprised of one common share and one-half common share purchase warrant. Each whole share purchase warrant is exercisable into one common share of Cypress for a period of 12 months at $2.00 per share. As a result, Cypress met its financing condition in respect of its take-over bid for Canadian Jorex.

Cypress intends to mail a take-over bid circular to all registered Jorex shareholders on July 31, 1996 for $0.63 per share in cash or at the election of the shareholder 0.30 Cypress Class A common shares. The offer will expire 26 days from the date of mailing.

The Board of Directors of Jorex has agreed to pay Cypress a revised fee of $0.04 per Jorex share to assist Cypress in securing the financing for the take-over bid. Jorex has agreed to pay Cypress the fee if, among other things, another take-over proposal is made for Jorex and is completed. Cypress has paid to Jorex a deposit of $150,000 which deposit is returnable to Cypress, if another takeover proposal for Jorex is made and completed.

A major Jorex shareholder representing approximately 8,570,841 common shares or 53.1 percent of the full diluted outstanding shares has agreed to tender its shares under the Offer. As part of this lock-up agreement Lock-Up Agreement

A legally binding contract between the underwriters and insiders of a company prohibiting these individuals from selling any shares of stock for a specified period of time.
 the shareholder has also agreed to share the proceeds of any higher take-over proposal as well as grant Cypress 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.
 on any other take-over proposal.

This news release does not constitute an offer to sell or a solicitation of an offer to purchase in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  of any of the securities of Jorex.

Neither the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 nor The Alberta Stock Exchange has approved or disapproved the information contained herein.

CONTACT: Cypress Energy Inc.

Donald F. Archibald, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , 403/262-8225

or

Canadian Jorex Limited

Peter T. Kinsey, Chairman, Exec. Committee, 403/266-0930
COPYRIGHT 1996 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1996, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jul 29, 1996
Words:381
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