CALGARY, July 21 /CNW/ - Cadence Energy Inc. ("Cadence") announces that
Daylight Resources Trust ("Daylight") has decided not to make a proposal to
amend or make such adjustments to the terms and conditions of the proposed
arrangement with Cadence as would enable Cadence to proceed with the
arrangement with Daylight rather than the offer by Barrick Gold Corporation
("Barrick") to acquire all of the issued and outstanding common shares of
Cadence ("Cadence Shares"). As a result, in accordance with the terms of the
arrangement agreement ("Arrangement Agreement") among Daylight, Daylight
Energy Ltd. and Cadence dated effective May 25, 2008, Cadence has terminated
the Arrangement Agreement and will pay Daylight a break fee of $9,000,000.
Cadence also announces that it has entered into the previously announced
support agreement (the "Support Agreement") with Barrick which provides for
the acquisition by Barrick of all of the issued and outstanding Cadence Shares
at a cash price of Cdn. $6.75 per Cadence Share (the "Barrick Offer"). Under
the Barrick Offer, Barrick will make a take-over bid to all shareholders of
Cadence ("Cadence Shareholders") open for acceptance for 35 days subject to
customary conditions, including that 66 2/3% of the Cadence Shares, calculated
on an in-the-money fully diluted basis, are tendered to the take-over bid.
The Board of Directors of Cadence has unanimously approved the Support
Agreement and has unanimously determined that the Barrick Offer is fair to
Cadence Shareholders, is in the best interests of Cadence Shareholders and has
unanimously recommended that Cadence Shareholders accept the Barrick Offer.
All of the members of the Board of Directors of Cadence and all of the
officers of Cadence, who own approximately 7 percent of the outstanding
Cadence Shares, have agreed to tender their Cadence Shares into the Barrick
Advisory Regarding Forward-Looking Statements and Forward-Looking
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning the timing of the making of and the conditions to
completion of the Barrick Offer.
The forward-looking statements and information are based on certain key
expectations and assumptions made by Cadence including expectations and
assumptions concerning the timing of and satisfaction of the conditions in the
Barrick Offer and receipt of all third party approvals. Although Cadence
believes that the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance should not
be placed on the forward-looking statements and information because Cadence
can give no assurance that they will prove to be correct
Since forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Accordingly, readers should
not place undue reliance on the forward-looking statements and information
contained in this material change report concerning these times.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that could
affect Cadence'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 material
change report are made as of the date hereof and Cadence 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.
For further information:
For further information: Cadence Energy Inc., Grant Fagerheim, President
and Chief Executive Officer, Phone (403) 290-3401