CALGARY, Oct. 7, 2013 /CNW/ - Bonnett's Energy Corp. ("Bonnett's") (TSX - BT) announces that it has mailed to shareholders of record as
of the close of business on October 4, 2013, a management information
circular (the "Information Circular") and related materials in connection with the special meeting of the
holders of common shares of Bonnett's to be held on October 31, 2013
(the "Meeting") to consider and, if deemed advisable, approve the acquisition by BEC
Acquisition Ltd. ("BEC Acquisitionco") of all of the issued and outstanding common shares (the "Common Shares") of Bonnett's, as described in a news release of Bonnett's dated
September 24, 2013 (the "Arrangement").
Under the terms of the Arrangement, each Bonnett's shareholder (the "Public Shareholders"), other than certain members of Bonnett's management and certain other
shareholders (the "On-Going Shareholders"), will receive CDN$7.08 in exchange for each Common Share, and each
On-Going Shareholder will receive either common shares of BEC
Acquisitionco or a combination of CDN$7.08 and common shares of BEC
Acquisitionco for each Common Share.
The Arrangement is subject to customary regulatory, court and
shareholder approvals, including, but not limited to, the approval of
at least 66 2/3% of the votes cast in person or by proxy at the Meeting
and the approval of a simple majority of votes cast in person or by
proxy at the Meeting by Bonnett's shareholders excluding those votes in
respect of Common Shares that are required to be excluded pursuant to
Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions.
If all conditions to the Arrangement are satisfied or waived, it is
anticipated that the Arrangement will be completed on or about November
The Board of Directors of Bonnett's (the "Bonnett's Board") (with an interested director abstaining) has unanimously determined
that the Arrangement is fair to the Public Shareholders and that the
Arrangement is in the best interests of Bonnett's and has unanimously
approved the Arrangement and resolved to recommend that Bonnett's
shareholders vote in favour of the Arrangement. Sequeira Partners Inc.
has provided the Bonnett's Board with its written opinion that, as of
September 22, 2013, and based upon and subject to the various
assumptions, explanations, qualifications and limitations set forth in
its opinion, as well as other matters it considered relevant, the cash
consideration to be received by the Public Shareholders pursuant to the
Arrangement is fair, from a financial point of view, to such Public
The Bonnett's Board recommends that Bonnett's shareholders vote in
favour of the Arrangement.
Certain disclosures set forth in this press release constitute
forward-looking statements. Any statements contained herein that are
not statements of historical facts may be deemed to be forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "anticipated", "believes",
"continue", "could", "estimate", "forecast", "intends", "may", "plan",
"predicts", "projects", "should", "will" and other similar expressions.
More particularly and without limitation, this press release contains
forward-looking statements concerning: the timing and anticipated
receipt of regulatory, court, shareholder and other approvals for the
Arrangement; the ability of Bonnett's and BEC Acquisitionco to satisfy
the other conditions to, and to complete, the Arrangement; and the
anticipated timing of the closing of the Arrangement.
In respect of the forward-looking statements and information concerning
the anticipated completion of the proposed Arrangement and the
anticipated timing for completion of the Arrangement, Bonnett's has
provided such in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions regarding the ability of
the parties to receive, in a timely manner, the necessary regulatory,
court, shareholder and other third party approvals; and the ability of
the parties to satisfy, in a timely manner, the other conditions to the
closing of the Arrangement. These dates may change for a number of
reasons, including inability to secure necessary shareholder,
regulatory, court or other third party approvals in the time assumed or
the need for additional time to satisfy the other conditions to the
completion of the Arrangement. Accordingly, readers should not place
undue reliance on the forward-looking statements and information
contained in this press release concerning these times.
Risks and uncertainties inherent in the nature of the Arrangement
include the failure of Bonnett's or BEC Acquisitionco to obtain
necessary shareholder, regulatory, court and other third party
approvals, or to otherwise satisfy the conditions to the Arrangement,
in a timely manner, or at all. Failure to obtain such approvals, or the
failure of Bonnett's or BEC Acquisitionco to otherwise satisfy the
conditions to the Arrangement, may result in the Arrangement not being
completed on the proposed terms, or at all. In addition, the failure of
Bonnett's to comply with the terms of the arrangement agreement between
Bonnett's and BEC Acquisitionco dated September 23, 2013 (as amended
and restated) may result in Bonnett's being required to pay a
non-completion or other fee to BEC Acquisitionco.
Forward-looking statements relate to future events and/or performance
and although considered reasonable by Bonnett's at the time of
preparation, may prove to be incorrect and actual results may differ
materially from those anticipated in the statements made. Bonnett's
does not undertake any obligation to publicly update forward-looking
information except as required by applicable securities law.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that
could affect Bonnett's' 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). The forward-looking statements and information contained in this
press release are made as of the date hereof and Bonnett's undertakes
no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable securities
SOURCE: Bonnett's Energy Corp.
For further information:
Additional information can be obtained by contacting Bonnett's Energy Corp., 65007 43 Hwy., County of Grande Prairie No. 1, Alberta, T8V 5E7. Information is also available on the Corporation's website at www.bonnettsenergy.com or by contacting Murray Toews, Chief Executive Officer at (780) 513-3400 or David Ross, Chief Financial Officer at (403) 264-3010, Fax: (403) 693-0093, E-mail: firstname.lastname@example.org.