CALGARY, ALBERTA--(Marketwire - Sept. 11, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
This News Release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued pursuant to the plan of arrangement and financing described herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from such registration.
Anglo Canadian Oil Corp. ("Anglo") (TSX VENTURE:ACG) and Tallgrass Energy Corp., ("Tallgrass" or the "Company") are pleased to announce that they have entered into a definitive arrangement agreement effective September 10, 2012 (the "Arrangement Agreement") to effect a strategic business combination by way of amalgamation (the "Amalgamation") resulting in the formation of an approximately 600 boe per day (72% oil+ngl), light oil focused, growth-oriented junior exploration and production company with a large land base of approximately 440 undeveloped sections. The Amalgamation is subject to shareholder and regulatory approval and satisfaction of all conditions of the Arrangement Agreement.
A joint information circular is anticipated to be mailed to the shareholders of Tallgrass and Anglo in September 2012 in connection with a meeting of such shareholders expected to be held in October or early November 2012, with closing of the Amalgamation expected to take place shortly thereafter. The Transaction will be completed by way of a Plan of Arrangement (the "Arrangement") whereby Anglo and Tallgrass will amalgamate to form an amalgamated entity ("New Tallgrass") to be renamed Tallgrass Energy Corp.
Tallgrass shareholders will exchange each of their issued and outstanding common shares ("Tallgrass Common Shares") for one common share of New Tallgrass and Anglo shareholders will exchange their issued and outstanding common shares of Anglo ("Anglo Common Shares") on the basis of 14.4887 Anglo Common Shares for each New Tallgrass common share. The vesting of the outstanding Anglo stock options will be accelerated and will be exercisable until the earlier of the expiry date of such option and the date that is 90 days following the effective date of the Arrangement. Outstanding Anglo warrants will be adjusted in accordance with their terms such that Anglo warrants will be exercisable into New Tallgrass common shares instead of Anglo Common Shares and into such number of New Tallgrass Common Shares as a holder of Anglo Common Shares is entitled to receive pursuant to the Arrangement.
On a pro forma basis, upon completion of the Amalgamation, (on a share consolidation basis of 14.4887 to 1 and assuming that Tallgrass does not issue more shares, pursuant to a Tallgrass financing, prior to Amalgamation) the share structure of New Tallgrass will be as follows:
||New Tallgrass common shares
||to be Issued & Outstanding
|Current Anglo shareholders:
|Current Tallgrass shareholders:
Upon receipt of the TSXV approval, New Tallgrass Common Shares will trade on the TSXV under a new symbol to be announced subsequent to the completion of the Amalgamation.
The Arrangement requires the approval of the holders of Anglo Common Shares and Tallgrass Common Shares. The Arrangement Agreement provides that Anglo and Tallgrass must each call a shareholder meeting to approve the Arrangement and that the Arrangement must be approved by no later than November 30, 2012. Under the Arrangement Agreement, subject to certain exceptions, Anglo and Tallgrass have each agreed that they will not solicit or initiate any discussions concerning any business combination or the sale of material assets. The Arrangement Agreement provides for a reciprocal non-completion fee of $1.0 million if the Arrangement is not completed in certain circumstances. In addition, the Arrangement Agreement contemplates that Tallgrass will exert its reasonable best efforts to complete a financing for aggregate proceeds in the amount of up to $20 million.
A copy of the Arrangement Agreement will be filed on SEDAR and will be available for viewing under the profile of Anglo at www.sedar.com.
The Board of Directors of Anglo has unanimously determined that the Arrangement and Arrangement Agreement are in the best interests of Anglo and its shareholders, and, relying on a verbal fairness opinion from PI Financial Corp., have determined that the consideration to be received by the shareholders of Anglo is fair, from a financial point of view. The Board of Directors of Anglo has unanimously recommended that their shareholders approve the Arrangement. In addition, the Board of Directors of Tallgrass has approved the Arrangement and the entering into the Arrangement Agreement.
PI Financial Corp. is acting as exclusive financial advisor to Anglo with respect to the Arrangement.
All of the directors and officers of Anglo and all of the shareholders of Anglo holding greater than 10% of Anglo Common Shares, constituting at least 27,000,000 Anglo Common Shares or approximately 13.0% of the outstanding Anglo Common Shares, intend to enter into agreements with Tallgrass pursuant to which they will have agreed to vote their Anglo Common Shares in favour of the Arrangement.
All of the directors and officers of Tallgrass, and all of the shareholders of Tallgrass holding greater than 10% of Tallgrass Common Shares, representing at least 7.5 million Tallgrass Common Shares or approximately 76% of the outstanding Tallgrass Common Shares, intend to enter into agreements with Anglo pursuant to which they will have agreed to vote their Tallgrass Common Shares in favour of the Arrangement.
About Anglo: Anglo is a Calgary, Alberta-based corporation engaged in the exploration, development and production of petroleum. Anglo owns rights to 173,776 net acres (272 net sections) of potential Nordegg oil bearing lands in West Central Alberta on which it has identified 30 potential drilling locations in the Nordegg. Anglo also owns 90,658 acres (142 sections) of potential oil bearing lands in Central Alberta, with multi-stacked formation potential. This Central Alberta land position also contains over 104 sections of Duvernay rights. In addition, Anglo holds rights to 17,481 acres (27 sections) of potential Bakken and Mannville oil bearing lands in Southwest Saskatchewan. In the vast majority of these lands, the Corporation holds a 100% working interest. There are currently issued and outstanding 201,996,000 Anglo Common Shares which are listed on the TSX-V under the trading symbol "ACG".
About Tallgrass: Tallgrass is a private junior oil and gas company producing approximately 600 boe per day (72% oil). Its primary exploration and production focus is the Cardium formation at Bigoray (13,842 net acres; 21.6 sections) and including Niton (5,260 net undeveloped acres; 8.25 sections) has 40 potential un-booked Cardium locations. Tallgrass also has operations in east central Alberta where it has over 10,880 net acres (17 sections) of land. There are currently issued and outstanding 9,795,234 Tallgrass Common Shares.
Note Regarding Forward-Looking Statements and Other Advisories
This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the proposed Amalgamation, receipt of shareholder and regulatory approval of the Amalgamation, the timing and anticipated closing date for the Amalgamation and proposed Tallgrass financing. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.
The forward-looking information is based on certain key expectations and assumptions made by Anglo and Tallgrass' management, including expectations and assumptions concerning Anglo and Tallgrass' ability to access capital and obtaining all necessary Anglo shareholder and Tallgrass shareholder approvals and the approvals of regulatory authorities, including the TSX-V.
Although Anglo and Tallgrass believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Anglo and Tallgrass can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. Actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that the parties will derive therefrom.
Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect our operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
These forward-looking statements are made as of the date of this press release and Anglo and Tallgrass disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Note: "BOE" means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. BOE's may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.