HRT PARTICIPAÇÕES EM PETRÓLEO S.A. TO ACQUIRE UNX ENERGY CORP. FOR C$6.17 PER UNX COMMON SHARE, VALUING UNX ENERGY CORP. AT C$730 MILLION

CALGARY, Feb. 24 /CNW/ - UNX Energy Corp. (TSX-V:UNX) ("UNX") announced today that it has entered into a definitive agreement (the "Arrangement Agreement") with HRT Participações em Petróleo S.A. (Bovespa: HRTP3) ("HRT") pursuant to which HRT will acquire all of the outstanding common shares of UNX ("UNX Shares") by way of a Plan of Arrangement pursuant to the Business Corporations Act (Alberta) (the "Arrangement").

UNX Chairman, Duane Parnham commented: "In combining the two companies, the resulting entity forms a South Atlantic Margin powerhouse controlling impressive exploration and development concessions in both Namibia and Brazil. This transaction delivers an immediate and significant premium to our shareholders, and provides them with the opportunity to participate in the enormous potential of HRT's prospects. We are delighted that a company with the financial and technical strength of HRT, and which has been a long-term partner of UNX, is going to take our world-class Namibian prospects to the discovery stage. The UNX Board of Directors believes this is a very attractive transaction for our shareholders and has unanimously determined to recommend the deal."

Pursuant to the Arrangement, HRT will acquire each UNX Share in exchange for 0.5579 of a Global Depositary Share. Each Global Depositary Share will represent an interest in one one hundredth (1/100) of an HRT common share deposited (or subject to deposit) pursuant to a deposit agreement with Bank of New York Mellon, the proposed depositary in connection with the establishment of the Global Depositary Share structure. Based on the ratio of HRT common shares per Global Depositary Share (1/100), HRT will issue 0.005579 of an HRT common share to acquire each UNX Share. Holders of Global Despositary Shares will be responsible for certain customary fees and expenses of the depositary in connection with the ongoing administration of the Global Depositary Share structure. The Arrangement is conditional upon the Global Depositary Shares being listed on the Toronto Stock Exchange or a related exchange.

Net of certain Brazilian taxes payable by UNX shareholders in connection with the Arrangement, which equate to a maximum of 1.88% of the value of the HRT common shares underlying the Global Depositary Shares received, UNX shareholders will receive approximately 0.5474 of a Global Depositary Share for each UNX Share (which equates to approximately 0.005474 of an HRT common share for each UNX Share). The net exchange ratio represents an implied price of C$6.17 per UNX Share based on HRT's closing share price on the Bovespa as at February 23, 2011. The implied price of C$6.17 per UNX Share represents an implied premium of 29% and 39% to UNX's closing share price of C$4.80 and 20-day volume weighted average trading price of C$4.45 on the TSX Venture Exchange as at February 23, 2011. The Arrangement values UNX at approximately C$730 million based on 118.3 million fully diluted shares outstanding.

UNX director, Knowledge Katti commented: "This is a major investment into the Namibian oil and gas sector. This deal demonstrates the confidence that a globally respected and fully-funded company like HRT has in the immense potential for discovering oil in Namibia." Katti further explained: "We will work closely with our Brazilian partners not only to find oil in Namibia, but to make sure that we contribute towards the advancement of the Namibian nation."

Transaction Details

The Arrangement will be subject, among other things, to the approval of at least 66⅔% as well as a "majority of the minority" of the votes cast at a special meeting of UNX shareholders that is expected to be held in the second quarter of 2011 and a simple majority of the votes cast at a special meeting of HRT shareholders that is expected to be held in the second quarter of 2011. Pursuant to the Arrangement Agreement, the Arrangement is also subject to applicable regulatory approvals and the satisfaction of certain closing conditions customary for transactions of this nature. The Arrangement Agreement provides for, among other things, customary board support and non-solicitation covenants (subject to a customary "fiduciary out" in favour of UNX), a seven day right to match in favour of HRT, the payment of a break fee equal to C$20 million by each party in certain specified circumstances.

The directors and senior officers of UNX holding approximately 12% of the outstanding UNX Shares have entered into customary support agreements pursuant to which, among other things, they have agreed to vote their UNX Shares in favour of the Arrangement. In addition, Duane Parnham, Mark Monaghan and Knowledge Katti have agreed not to sell their Global Depositary Shares for a period of six months (other than in certain specified circumstances).

The directors and senior officers of HRT holding approximately 20% of the outstanding HRT common shares have similarly entered into customary support agreements pursuant to which, among other things, they have agreed to vote their HRT common shares in favour of the Arrangement.

In accordance with Brazilian corporate laws, the issuance of HRT common shares in connection with the Arrangement triggers certain pre-emptive rights held by existing HRT shareholders to subscribe for HRT common shares in order to maintain their pro rata ownership position in HRT. Certain existing HRT shareholders have committed to assign, without receiving any payment consideration, their pre-emptive rights in favor of current UNX shareholders to facilitate the Arrangement and the delivery of the Global Depositary Shares to UNX shareholders. Existing HRT shareholders who have not assigned their pre-emptive rights, will have the option to subscribe for HRT common shares. 

The UNX Board of Directors has, after consultation with its financial and legal advisors, unanimously determined that the Arrangement is in the best interests of UNX, that the consideration to be received by UNX shareholders is fair to UNX shareholders and to recommend that UNX shareholders vote in favour of the Arrangement. BMO Capital Markets has provided an opinion to the UNX Board of Directors that the consideration to be received by UNX shareholders is fair, from a financial point of view, to UNX shareholders.

The terms and conditions of the Arrangement will be summarized in UNX's information circular, which will be filed and mailed to UNX shareholders as soon as practicable. Assuming all conditions are satisfied or waived, it is anticipated that the Arrangement will be completed in the second quarter of 2011. Copies of the Arrangement Agreement and certain related documents will be filed with Canadian securities regulators and will be available on the Canadian SEDAR website at www.sedar.com.

HRT has also issued a press release today concerning the Arrangement which is available on their website (www.hrt.com.br/ir).

Advisors and Counsel

BMO Capital Markets is acting as exclusive financial advisor to UNX. McCarthy Tétrault LLP is acting as Canadian legal counsel to UNX. Souza, Cescon, Barrieu & Flesch Advogados is acting as Brazilian legal counsel to UNX. 

Credit Suisse is acting as exclusive financial advisor to HRT. Fraser Milner Casgrain LLP is acting as Canadian legal counsel to HRT. 

Conference Call:

UNX and HRT will hold a conference call on Friday, February 25, 2011 beginning at 10:00 a.m. Eastern Time (12:00 p.m. Brazil Time). 

To participate:

Dial-In Number:            1 (412) 317-6776
Toll Free Number:            USA 1 (877) 317-6776
          Canada 1 (866) 605-3852
Passcode:             HRT

About UNX Energy Corp.

UNX Energy Corp. is a junior, independent oil and gas company, focused on exploration for crude oil in offshore Namibia, Africa. Headquartered in Calgary, Alberta, Canada, UNX's asset base consists of approximately 51,000 square kilometres (approximately 32,000 net) of offshore acreage, strategically located along the prolific South Atlantic Margin. Development of these highly prospective blocks is being advanced by an experienced management team, qualified technical staff and strong in-country relationships. UNX employs strategic technical expertise to optimize the probability of exploration success in the region. UNX is committed to conducting its business in a socially and environmentally responsible manner, ultimately working towards the goal of sustainable development in Namibia's oil and gas sector for the benefit of all stakeholders.

About HRT Participações em Petróleo S.A. 

HRT Participações em Petróleo S.A. is one of the largest independent oil and gas exploration and production companies in Brazil. The HRT Group comprises three main subsidiaries: HRT O&G Exploração e Produção de Petróleo Ltda., IPEX (Integrated Petroleum Expertise Company Serviços em Petróleo Ltda.) and HRT Netherlands B.V. The Company retains a 55% interest in 21 exploratory blocks in the Solimões Basin. HRT also operates five exploratory blocks on the Namibian coast. The Company retains a 100% interest in two of them, in the Walvis Sub-basin, and a 40% interest in the other three, in the Orange Subbasin. HRT's team includes PHDs and masters in geochemistry, geophysics, biology and engineering, most of them former employees of Petrobras and ANP (Brazil's petroleum agency). HRT is committed to minimizing any possible environmental impacts in the sites where it acts. Its commitment with the local communities is towards health conditions, security and quality of life. For more information, please visit the Company's website: www.hrt.com.br/ir

On Behalf of the Board of Directors
of UNX Energy Corp.

Duane Parnham
Chairman

For further information visit our website at www.unxenergy.com

Sedar Profile #00016276

Forward-Looking Information

Certain statements contained in this news release may constitute forward-looking statements. All forward-looking statements are based on UNX's current beliefs and assumptions based on information available at the time the assumption was made. The use of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking information. By its nature, such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including, without limitation, those relating to changes in the market, potential downturns in economic conditions, foreign exchange fluctuations, risks associated with the oil and gas industry (e.g. operational risks or development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health and safety and environmental risks, commodity price, price and exchange rate fluctuations and uncertainty resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures, changes in business strategy, regulatory requirements, demand for our resources, competition and dependence on key personnel. These risks, as well as others, could cause actual results and events to vary significantly. These statements speak only as of the date specified in this news release.  Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed herein and, unless required by law, UNX Energy Corp. does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE UNX Energy Corp.

For further information:

Maria Elliott, VP Finance & CFO          
Telephone: (403) 984-6430          
Email: maria.elliott@unxenergy.com          
           
David Feick, Investor Relations            Heidi Christensen Brown,  Investor Relations
Telephone: (403) 218-2839            Telephone: (403) 218-2833
Email: dfeick@equicomgroup.com           Email: hchristensenbrown@equicomgroup.com

Profil de l'entreprise

UNX Energy Corp.

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