Aurora Scheme Booklet and Independent Expert's Report

  • Scheme Booklet registered with ASIC and to be dispatched to shareholders

  • Independent Expert concludes Scheme is in the best interests of Aurora shareholders

  • Aurora Directors unanimously recommend shareholders vote in favour

  • Scheme meeting 21 May, expected implementation 10 June*

PERTH, Western Australia, April 14, 2014 /CNW/ - Aurora Oil & Gas Limited (ASX:AUT, TSX:AEF) (Aurora) is pleased to announce that the Australian Securities and Investments Commission has registered the scheme booklet in relation to the proposed scheme of arrangement (Scheme Booklet) under which Baytex Energy Corp. (Baytex) will acquire, through its wholly owned subsidiary Baytex Energy Australia Pty Ltd, all of the shares in Aurora (Scheme). This follows the issuance of orders earlier today by the Federal Court of Australia approving dispatch of the Scheme Booklet.

Further, the independent expert appointed by the Aurora Board to review the transaction, Grant Samuel & Associates Pty Limited, has concluded that the Scheme is fair and reasonable and in the best interests of Aurora shareholders.  The independent expert valued Aurora at A$3.76 - A$4.29 per share.

A copy of the Scheme Booklet, including the independent expert's report, will be filed on SEDAR and will be available for review at www.sedar.com and on the Aurora website at www.auroraoag.com.au

Printed copies of the Scheme Booklet, including the independent expert's report, will be sent to Aurora shareholders over the next few days.

If the Scheme is approved and all conditions precedent under the Scheme Implementation Deed between Aurora and Baytex, a copy of which was released to the ASX on 7 February 2014 (SID), are satisfied (or waived), shareholders will receive a total cash payment of $4.10 (or the Canadian dollar equivalent) per Aurora share.

The Scheme consideration is at the upper end of the Independent Expert's valuation range and represents a 56% premium to $2.62, being the last closing price of Aurora's shares on ASX on 6 February 2014, the last trading day prior to announcement of the SID and a substantial premium over the prices at which Aurora's shares have traded over an extended period of time.

Aurora's directors have considered the advantages and disadvantages of the proposed Scheme and unanimously recommend that shareholders vote in favour of the resolution required to implement the Scheme, in the absence of a superior proposal. The Aurora directors also intend to vote all Aurora shares that they control in favour of the Scheme, which amount to approximately 5.5% of the total current Aurora shares on issue.

If you have any questions in relation to the Scheme, please contact the Aurora shareholder information line on 1300 455 198 (within Australia) or +61 3 9415 4163 (outside Australia).

*All dates are indicative only and are subject to the Court approval process, ASX approval and the satisfaction or, where applicable, waiver of conditions under the SID.  Any changes to the above timetable will be announced to ASX and notified on Aurora's website at www.auroraoag.com.au and under Aurora's profile on SEDAR at www.sedar.com.

SOURCE Aurora Oil & Gas Limited

For further information:

Investors:   
Jon Stewart    
Executive Chairman  
Aurora Oil & Gas Ltd  
Tel: +61 8 9380 2700   

Media:
Shaun Duffy  
FTI Consulting    
Tel: +61 8 9485 8888   
Mob: +61 404 094 384  
Shaun.Duffy@fticonsulting.com

Head Office
Level 1, 338 Barker Road, Subiaco, WA 6008, Australia
PO Box 20, Subiaco, WA 6904
t +61 8 9380 2700, f + 61 8 9380 2799, e info@auroraoag.com.au

Houston
Aurora USA Oil & Gas, Inc. a subsidiary of Aurora Oil & Gas Limited
1200 Smith Street, Suite 2300, Houston TX 77002-5500
t + 1 713 402 1920, f + 1 713 357 9674