NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
CALGARY, Nov. 15, 2013 /CNW/ - Novus Energy Inc. ("Novus" or the "Company") (TSXV: NVS) is pleased to announce that its shareholders have
approved the proposed acquisition of the Company by Yanchang Petroleum
International Limited ("Yanchang Petroleum International") through its indirect, wholly-owned subsidiary, Yanchang International
(Canada) Limited ("Yanchang Canada"), pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") at the annual and special meeting held on November 15, 2013. Pursuant
to the Arrangement, Novus shareholders will receive C$1.18 in cash per
common share of Novus. The total transaction value, including net debt
and transaction costs, is approximately $320 million. The Arrangement
was previously announced on September 3, 2013 and is more fully
described in the management proxy statement and information circular of
Novus dated October 15, 2013.
The Arrangement was approved by 94.77% of the votes cast by Novus
shareholders and 94.37% of the votes cast by Novus shareholders after
excluding those votes required to be excluded by Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions at the annual and special meeting held on November 15, 2013.
The Arrangement was also approved by the Court of Queen's Bench of
Alberta later the same day on November 15, 2013.
The closing of the Arrangement remains subject to certain approvals set
forth in the arrangement agreement among Novus, Yanchang Petroleum
International and Yanchang Canada dated September 3, 2013, as amended,
including approvals from governmental entities in the People's Republic
of China and the approval of a simple majority of votes cast by
shareholders of Yanchang Petroleum International at a meeting that will
be called to, among other things, consider the Arrangement.
Furthermore, the Arrangement is conditional upon Yanchang Petroleum
International finalizing financing arrangements.
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.
This news release will not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction.
Such securities have not been registered under the United States
Securities Act of 1933 and may not be offered or sold in the United
States, or to a U.S. person, absent registration, or an applicable
Advisory Regarding Forward Looking Statements
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 "anticipate", "believes",
"budget", "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 remaining regulatory, shareholder and
other approvals for the Arrangement; and the ability of Novus and
Yanchang Petroleum International to satisfy the other conditions to,
and to complete, the Arrangement.
In respect of the forward-looking statements and information concerning
the anticipated completion of the proposed Arrangement, Novus has
provided such in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the ability of the
parties to receive, in a timely manner, the remaining necessary
regulatory, shareholder and other third party approvals; and the
ability of the parties to satisfy, in a timely manner, the other
conditions to closing of the Arrangement. This information may change
for a number of reasons, including inability to secure remaining
shareholder, regulatory or other third party approvals in the time
assumed or the need for additional time to satisfy the other conditions
to 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, but are not limited to, the failure of Novus or Yanchang
Petroleum International to obtain necessary shareholder, regulatory and
other third party approvals, or to otherwise satisfy the conditions to
the Arrangement, in a timely manner, or at all. Failure to so obtain
such approvals, or the failure of Novus or Yanchang Petroleum
International 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 Novus to comply with the
terms of the Arrangement Agreement may result in Novus being required
to pay a non-completion or other fee to Yanchang Petroleum
International, the result of which could have a material adverse effect
on Novus' financial position and results of operations and its ability
to fund growth prospects and current operations.
Forward-looking statements relate to future events and/or performance
and although considered reasonable by Novus at the time of preparation,
may prove to be incorrect and actual results may differ materially from
those anticipated in the statements made. Novus 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 Novus' 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), and at
Novus' website (www.novusenergy.ca). The forward-looking statements and information contained in this
press release are made as of the date hereof and Novus 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 laws.
SOURCE: Novus Energy Inc.
For further information:
NOVUS ENERGY INC.
Hugh G. Ross
President and CEO
Chief Financial Officer
VP Business Development