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Tiverton Petroleums announces results of special shareholder meeting

24 February 2006

Tiverton Petroleums Ltd. ("Tiverton": TSX-TIV) announces further information with respect to (i) the increase in the consideration to be offered by Arsenal Energy Inc. ("Arsenal") (TSX-AEI) (Frankfurt-A1E) under the previously announced amended plan of arrangement between the two companies (the "Amended Arrangement") from 0.20 of an Arsenal common share to 0.22 of an Arsenal common share for each Tiverton common share, and (ii) the shareholders' meeting held today and the adjournment of the vote on the Amended Arrangement until March 10, 2006 .


Further Information regarding Adjourned Shareholders' Meeting


The shareholders' meeting scheduled for today was called for the purpose of voting on the requisitioned resolution by C.A. Bancorp Ltd. and Strategic Energy Fund (collectively, the "Dissidents") to remove the current directors of Tiverton and to replace them with other individuals. The motion on this requisitioned resolution WAS DEFEATED at the meeting. As a result, the current board of directors of Tiverton consisting of Blake Lowden, Peter Thomson and Michel Brusset remains in place.


The meeting was also set to consider the merger of Tiverton and Arsenal. At the meeting, consideration of the Amended Arrangement WAS ADJOURNED UNTIL MARCH 10, 2006 so as to give all Tiverton shareholders further time to consider the increased consideration to be paid to the Tiverton shareholders under the Amended Arrangement. The adjourned meeting (the "Adjourned Meeting") will be held at 9:00 a.m (Calgary time) on March 10, 2006 at the Lecture Theatre of the Metropolitan Conference Centre, 333 - 4th Avenue S.W., Calgary, Alberta, as the same may be further adjourned.


Subject to further direction of the court, the current Tiverton Management and the current "concerned shareholders" group proxies that have been deposited in connection with the meeting held this morning, and the voting thereunder in connection with the Arrangement Resolution, as defined in Tiverton's Information Circular dated January 23, 2006 (the "Circular"), will continue to be valid for the purposes of voting at the Adjourned Meeting and will be voted in the manner provided for in those proxies unless the holder of those shares deposits a new proxy with new voting instructions or revokes any previously deposited proxy in the manner provided for in the Circular. Revised management proxies for the purposes of allowing Tiverton shareholders to vote at the Adjourned Meeting are available and can be obtained by contacting Kingsdale Shareholder Services Inc. at the addresses and phone numbers set out at the end of this press release. Subject to further direction of the court, both the revised form of proxy, as well as the old form of proxy circulated by Management, will be valid for use by shareholders to (i) vote with respect to the Amended Arrangement if they haven't already done so, and (ii) change their vote on the Amended Arrangement if they have already voted on the resolution and wish to change their vote on the same. Management of Tiverton strongly recommends that shareholders of Tiverton who haven't voted on the Arrangement Resolution or have deposited proxies voting against the Arrangement Resolution deposit proxies voting FOR the Amended Arrangement.


The revised forms of Management proxy referred to above should be completed and signed and forwarded so as to reach or be deposited with the President of Tiverton, c/o CIBC Mellon Trust Company, 200, Queen's Quay East, Unit 6, Toronto, Ontario, M5A 4K9 Attention: Proxy Department not later than 4:30 p.m. (Toronto time) at least two business days prior to the date of the Adjourned Meeting or any further adjournment thereof. Similarly, Tiverton shareholders whose Tiverton shares are held in a brokerage account are strongly encouraged to complete and return the Voting Instruction Form or other proxy related documentation that will be provided to them from ADP Investor Communications or their broker to ensure that their Tiverton shares are voted at the Meeting.


Further Information on Amended Arrangement


As indicated in the press release issued jointly by Arsenal and Tiverton earlier today, Arsenal and Tiverton have entered into an agreement amending the proposed plan of arrangement between the two companies that will increase the consideration to be paid by Arsenal thereunder for each Tiverton common share from 0.20 of an Arsenal common share to 0.22 of an Arsenal common share. All of the other material terms of the Arrangement remain the same.


The Amended Arrangement continues to have the unanimous support of the Board of Directors of Tiverton. Tiverton's Board of Directors has unanimously determined that the Amended Arrangement is in the best interests of Tiverton and Tiverton's shareholders and unanimously recommends that its shareholders vote FOR the Amended Arrangement. Mustang Capital Partners Inc. ("Mustang") has acted as exclusive financial advisor to Tiverton with respect to this transaction. Tiverton's board of directors has received verbal confirmation from Mustang that it expects to be in a position, subject to a review of the final form of documents, to provide an opinion that the consideration offered pursuant to the Amended Arrangement, is fair, from a financial point of view, to Tiverton shareholders.


As of February 20, 2006, there are 101,033,352 Tiverton common shares issued and outstanding. Based upon the terms of the Amended Arrangement, there will be approximately 22.6 million Arsenal common shares issued to holders of Tiverton shares pursuant to the Amended Arrangement (assumes the issuance of an aggregate of 1,799,000 Tiverton common shares on the exercise of outstanding Tiverton options and certain fees payable in Tiverton common shares prior to completion of the Amended Arrangement). After completion of the Amended Arrangement there will be approximately 65.2 million Arsenal common shares issued and outstanding. Existing holders of Arsenal common shares will hold approximately 42.6 million Arsenal common shares (approximately 46.1 million shares on a fully-diluted basis including only in-the-money options and warrants) immediately following completion of the Amended Arrangement representing approximately 65.3% (approximately 67.1% on a fully-diluted basis, including only-in-the money options and warrants) of the issued and outstanding Arsenal common shares. Former holders of Tiverton common shares will hold approximately 22.6 million Arsenal common shares immediately following completion of the Amended Arrangement representing approximately 34.7% (approximately 32.9% on a fully-diluted basis, including only in-the-money options and warrants) of the issued and outstanding Arsenal common shares.


The enterprise value of Tiverton, on a fully diluted basis, implied by the Amended Arrangement, is approximately $42.3 million which includes negative working capital of approximately $0.6 million, bank debt of approximately $3.4 million, convertible debentures (at face value) of $3.5 million and option proceeds of $0.5 million. Based on this enterprise value, the valuation metrics of the Amended Arrangement are $65,100/boe/d based on current production of 650 boe/d and $25.00/boe of reserves on a proved plus probable basis.


Certain Tiverton shareholders, which includes all of the directors and officers of Tiverton, holding an aggregate of 12,067,657 Tiverton common shares (representing approximately 12% of the issued and outstanding Tiverton common shares) continue to be subject to the Voting Agreements referenced in Tiverton's Information Circular and Proxy Statement dated January 23, 2006 (the "Circular") pursuant to which such shareholders have agreed to vote in favour of the Arrangement Resolution, subject to the provisions of the Voting Agreements, and to either exercise all of, or accept a cash payment for the "in-the-money" value of, the Tiverton options they hold, or agree to surrender their remaining unexercised Tiverton options to Tiverton for cancellation for no consideration effective immediately prior to the Effective Time. The cash payment for the "in-the-money" value of Tiverton options will be the difference between the exercise price of such Tiverton options and $0.2671 multiplied by the number of Tiverton common shares that may be acquired upon the exercise of such Tiverton options.


To the knowledge of the directors and executive officers of Tiverton, as at February 20, 2006, the only persons or companies beneficially owning, directly or indirectly, or exercising control or direction over, more than 10% of the common shares of Tiverton are as listed below:


Name and municipal Number of Percentage of


address common shares issued and


outstanding shares


Bruce Mitchell 12,498,500 12.4%


Ontario, Canada


Strategic Energy Fund 19,649,460 19.5%


and its joint actors


Ontario, Canada


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The joint actors of Strategic Energy Fund, based upon public filings made by Strategic, include J.F. Driscoll Investment Corp., Mark Gardhouse, C.A. Bancorp Inc. and C.A. Bancorp Ltd. The information contained in the above table is based on information publicly filed with applicable Canadian securities regulators.


Further information with respect to the Amended Arrangement, including the date and time of the application by Tiverton to the Alberta Court of Queen's Bench for the Final Order pursuant to Section 193(9) of the Business Corporation Act (Alberta), assuming that the Arrangement Resolution is approved by shareholders at the Adjourned Meeting, as well as the anticipated date of closing of the Amended Arrangement assuming all required approvals are received, will be announced by press release at a later date.


The Amended Arrangement is subject to the approval of the TSX.


Anticipated Benefits of the Amended Arrangement to Tiverton Shareholders


The directors and management of Tiverton believe that the Amended Arrangement provides the following key benefits to Tiverton:


- The exchange ratio of 0.22 of an Arsenal common share for each Tiverton


common share under the Amended Arrangement implies an initial premium


of 20.4% to the Tiverton common share closing price on the trading day


immediately preceding the announcement of the Amended Arrangement.


- The exchange ratio of 0.22 of an Arsenal common share for each Tiverton


common share under the Amended Arrangement represents an attractive


value to Tiverton shareholders of approximately $65,100 per flowing


barrel based on current Tiverton production of approximately 650 boe/d


and $25.00/boe reserves on proven plus probable reserves of


approximately 1.7 mmboe.


- Arsenal is a well-run, international, rapid-growth energy company which


presently has a current, fully-diluted market capitalization, including


only in-the-money options and warrants, of approximately $70 million,


1,800 - 2,000 boe/d of production and minimal debt.


- Upon completion of the Amended Arrangement, Tiverton shareholders will


be positioned to benefit from the expertise of Arsenal's management,


which has, in the past two years, increased Arsenal's production from


50 boe/d in July 2004 to current production of approximately 1,800 -


2,000 boe/d.


- Upon completion of the Amended Arrangement, Tiverton shareholders will


own approximately 33% of a larger, well capitalized entity with


approximately 2,450 - 2,650 boe/d of current production and pro forma


market capitalization of approximately $100 million that will continue


to be run by an experienced management and technical team based in


Calgary.


- The larger presence of Arsenal following the Amended Arrangement should


result in improved liquidity for the combined company's shareholders as


well as additional research and investment banking coverage, with the


anticipated effect of lowering the combined company's cost of capital.


- The growth prospects of the combined company significantly exceed those


which are available to Tiverton alone at this point in time given its


smaller operations base and financial constraints.


- Upon completion of the Amended Arrangement, Tiverton Shareholders will


be positioned to benefit from Arsenal's estimated growth of at least


30% in 2006 with an average production in the year budgeted to be 2,600


boe/d in Canada and the United States based on capital spending of


$20 million in North America.


- Upon completion of the Amended Arrangement, Tiverton Shareholders will


be positioned to benefit from potential significant upside related to


Arsenal's 40% interest in the Nuqra concession in Egypt which has


access to over seven million acres and a minimum two well exploration


drilling program to commence in the fall of 2006. Arsenal's block is


adjacent to concessions controlled by companies that have recently


produced significant exploration successes in the country.


- In addition, as indicated by Arsenal in a recent press release, Arsenal


has recently announced its intention to participate in the drilling of


a 5,019 metre Leduc pinnacle reef well at Hinton, Alberta. Arsenal also


has the option, following completion of the Leduc test well, to


participate in a nearby 4,500 metre Wabamun test well identified by


seismic program used on the Leduc well.


Forward Looking and Other Cautionary Statements


The information in this press release concerning individuals and companies other than Tiverton and Arsenal has been taken from publicly available information. Although Tiverton has no knowledge that would indicate that any of such information is untrue or incomplete, Tiverton does not assume any responsibility for the accuracy or completeness of such information or the failure by such individuals or companies to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to Tiverton. Any opinions of Tiverton in this release are based on publicly available information about others being true and not misleading.


Certain statements in this material may be "forward-looking statements" including outlook on oil and gas prices, estimates of future production, estimated completion dates of acquisitions and construction and development projects, business plans for drilling and exploration, estimated amounts and timing of capital expenditures and anticipated future debt levels and royalty rates. Information concerning reserves contained in this material may also be deemed forward-looking statements as such estimates involve the implied assessment that the resources described can be profitably produced in the future. These statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated by Tiverton. This news release is not for distribution in the United States.


The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet per barrel (6mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions in the report are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.


%SEDAR: 00002916E


For further information: please call: Tiverton Petroleums Ltd., D. Blake Lowden, President, (403) 261-2774; For further information as to voting on the Arrangement Resolution at the Adjourned Meeting or to obtain proxies for that purpose, please contact: Kingsdale Shareholder Services Inc., North American Toll Free Phone: 1-866-639-8026, Facsimile: (416) 867-2271, Toll Free Facsimile: 1-866-545-5580, Banks and Brokers: (416) 867-2335, Email: shareholder@kingsdalecapital.com

Source: newswire


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