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Serenpet Inc. and Pembina Resources Enter into Acquisition Agreement.

CALGARY, Alberta--(BUSINESS WIRE)--Nov. 22, 1996--Serenpet Inc. (TSE: SPY; AMEX: SRI) -- Pembina Resources Li Pembina Resources Limited and Serenpet Inc. jointly announced today that they have entered into an Acquisition Agreement whereby Pembina will make an all cash offer to acquire 100 percent of the common shares of Serenpet.

The price will be $4.80 per share for the approximately 23 million diluted outstanding shares, for an acquisition price in excess of $110 million. The offer price is a 14 percent premium over the weighted average TSE trading price of Serenpet shares over the past 20 trading days. Pembina and Serenpet anticipate that a joint mailing of the take-over bid and directors' circulars will take place on Wednesday, November 27, 1996 and the take-over bid will close on December 19, 1996.

The Board of Directors of Serenpet has resolved unanimously to recommend that the shareholders of Serenpet accept Pembina's offer.

The directors and officers of Serenpet have entered into Deposit Agreements with Pembina, whereby they have agreed to exercise all of their in-the-money stock options and irrevocably tender all of their Serenpet shares into the Pembina offer, being approximately 6.8 million shares representing approximately 30 percent of the outstanding Serenpet shares and in-the-money stock options. The Acquisition Agreement allows Pembina to match any subsequent offer and provides for a $4 million break fee payable by Serenpet to Pembina in certain circumstances, and requires Serenpet to close its data room and cease soliciting offers for Serenpet.

Pembina's offer will be subject to a condition that at least 66 2/3 percent of Serenpet's shares (calculated excluding the shares to be tendered under the Deposit Agreements) are deposited under the offer. If successful, Pembina intends to take steps to acquire all outstanding Serenpet shares.

Pembina has retained ARC Financial Corporation as its financial advisor and RBC Dominion Securities as dealer manager. FirstEnergy Capital Corp. continues in its financial advisory role on behalf of Serenpet. Interested parties may contact the following for further information.

CONTACT: Serenpet Inc.

E. Keith Conrad, 403/231-3000

403/231-3096 (fax)

or

Pembina Resources Limited

William R. Stedman, 403/ 231-7500

403/237-0254 (fax)
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Publication:Business Wire
Date:Nov 22, 1996
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