Scheme Booklet registered with ASIC and to be dispatched to shareholders
Independent Expert concludes Scheme is in the best interests of Aurora
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
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:
Aurora Oil & Gas Ltd
Tel: +61 8 9380 2700
Tel: +61 8 9485 8888
Mob: +61 404 094 384
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 firstname.lastname@example.org
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