CALGARY, Feb. 1 /CNW/ - Cirrus Energy Corporation ("Cirrus") announces today that it has entered into an Arrangement Agreement (the "Agreement") whereby Oranje-Nassau Energie B.V. ("ONE" or the "Purchaser"), will acquire Cirrus in a transaction valued at approximately C$102 million. Under the terms of the Agreement, the Purchaser will acquire all of the issued and outstanding common shares of Cirrus at a price of C$1.15 per share in cash pursuant to a plan of arrangement (the "Transaction"). The parties to the Transaction are arm's length from one another.
The offered per share price under the Transaction represents a 7% premium over the closing price of the Cirrus shares on the TSX Venture Exchange ("TSXV") on January 31, 2011, a 31% premium over the volume weighted average price of the Cirrus shares on the TSXV over the last thirty trading days and a 43% premium to Cirrus' three month weighted average share price of C$0.81 per share.
Cirrus's President and CEO, David Taylor, comments: "Over the past 12 months, we have streamlined the company into a predominantly Netherlands focused gas company and this has made Cirrus attractive to Netherlands-based ONE. After an extensive process of evaluating strategic alternatives, including thorough consideration of our ability to create value as an independent company, the Board has concluded that the proposed transaction with ONE is in the best interests of shareholders."
The Transaction is to be carried out by way of a statutory plan of arrangement. It is anticipated that the Transaction will have to be approved by 66 2/3% of the votes cast by Cirrus' shareholders at a special meeting of shareholders to be held in late March, 2011. Closing is subject to certain other conditions, including court approval.
The Board of Directors of Cirrus has unanimously recommended approval of the plan of arrangement by its shareholders. Each director and senior officer of Cirrus, collectively holding approximately 4.1% of the issued and outstanding shares of Cirrus, has indicated that they intend to vote all Cirrus shares beneficially owned or controlled by them in favour of the Transaction, subject to the terms and conditions of the firm support agreements entered into with ONE in support of the Transaction.
FirstEnergy Capital LLP ("FirstEnergy") is acting as exclusive financial advisors to the Board of Directors of Cirrus to evaluate strategic alternatives. FirstEnergy has provided the Board of Directors of Cirrus an opinion, subject to review of the final documentation, that the consideration to be received by the Cirrus shareholders in connection with the Transaction is fair, from a financial point of view, to Cirrus shareholders.
The Agreement includes customary non-solicitation covenants by Cirrus but provides Cirrus with the ability to respond to unsolicited proposals considered superior to the Transaction in accordance with the terms of the Agreement. In the event a superior proposal is accepted, Cirrus will be required to pay a termination fee of C$4.5 million to the Purchaser. The Purchaser has the right to match a superior proposal.
The proposed Transaction is expected to close as soon as practicable after receipt of shareholder and court approvals. A proxy circular will be prepared and is expected to be mailed to Cirrus shareholders in February, 2011 providing shareholders with important information about the Transaction. Once mailed, the proxy circular will be available at the SEDAR website at www.sedar.com. All shareholders are urged to read the proxy circular once it is available.
This release is for informational purposes only and it is not intended to be proxy solicitation materials and it does not constitute an offer to sell or a solicitation of an offer to buy securities of Cirrus.
About Oranje-Nassau Energie
ONE is a Netherlands-based privately owned oil & gas company with investments in oil & gas fields in The Netherlands, UK, and Gabon. The ONE asset base contains some 24 million barrels oil equivalent (boe)(1) of developed reserves and produces about 7,000 boe per day.
ONE is strategically positioned to grow its existing asset base in the countries where it is presently active, Offshore NL, UK and Gabon. It is managed by a unique team of industry specialists, who have broad international experience in valuing E&P assets and a proven track record of successful E&P investments.
ONE has the ambition to expand its non-operated reserves base from 20 million boe to at least 80 million boe within the next five years, to become an operator, plus to acquire and build a mixed portfolio of operated and non-operated assets. ONE intends to make further acquisitions in its existing markets but will also seek opportunities more widely where it believes it can add value.
This growth strategy is backed by a strong financial position and dedicated private shareholders, with long term growth aspirations and by a US$150 million reserve based loan facility from banking consortium ING/ABN-AMRO/BNP-Paribas.
About Cirrus Energy Corporation
Cirrus Energy Corporation is an international oil and gas company headquartered in Calgary and has approximately 89.8 million diluted common shares outstanding. Its wholly owned subsidiary, Cirrus Energy Nederland B.V. hold a 42.75% operated interest in the M07-A field, a 25.48% operated interest in the L08-D field, a 47.50% operated interest in the M01-A field development, a 24.00% non-operated interest in the A15-A field and other exploration interests in The Netherlands, carrying some 7 million boe of reserves. Other subsidiaries include Cirrus Energy UK Limited which holds a number of non-operated exploration prospects in the Central North Sea. The asset sale of Cirrus Energy (Trinidad) Ltd. closed on January 31, 2011. Fiscal 2010 saw the establishment of material cash flow from operations of C$11.1 million corresponding to average production from Cirrus' Netherlands properties of 1,552 boe per day, predominantly natural gas.
(1) Boes 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
This press release may include forward-looking statements including opinions, assumptions, estimates and expectations of future production, cash flow and earnings. When used in this document, the words "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "plan", "should" and similar expressions are intended to be among the statements that identify forward-looking statements. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, the volatility of oil and gas prices, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in oil and gas acquisition and drilling programs, operating risks, production rates, reserve estimates, changes in general economic conditions and other factors more fully described from time to time in the reports and filings made by Cirrus with securities regulatory authorities.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
SOURCE Cirrus Energy Corporation
For further information: David Taylor, President and Chief Executive Officer, Cirrus Energy Corporation, Suite 208, 5 Richard Way SW, Calgary, Alberta, T3E 7M8, Canada; Website : www.cirrusenergy.ca, Telephone: (403) 216-5030, Mobile: (403) 605-5117, Facsimile: (403) 265-9530