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CALGARY, May 31 /CNW/ - EMM ENERGY INC. ("EMM") (TSX Venture Exchange: M) and SKYWEST ENERGY CORP. ("SkyWest") are pleased to announce that they have received conditional acceptance from the TSX Venture Exchange (the "Exchange") of the proposed arm's length business combination of EMM and SkyWest by way of a plan of arrangement (the "Arrangement"). As previously announced, SkyWest will acquire all of the issued and outstanding common shares in the capital of EMM (each an "EMM Share") in consideration for: (i) an aggregate of approximately $6,700,000 cash (representing $1.05 for each issued and outstanding EMM Share); and (ii) an aggregate of 12,600,000 SkyWest common shares (each a "SkyWest Share") at a deemed price of $0.30 per SkyWest Share. Final acceptance of the Arrangement will be conditional upon EMM and SkyWest fulfilling all of the requirements of the Exchange.
EMM and SkyWest are also pleased to announce that the Court of Queen's Bench of Alberta, by an interim order dated May 25, 2010, has given directions as to the calling of an annual and special meeting of the shareholders of EMM to be held on June 21, 2010 (the "Meeting"). In that regard, EMM has mailed a Management Information Circular and Proxy Statement dated May 27, 2010 (the "Circular") to the EMM shareholders. At the Meeting, among other things, the EMM shareholders will be asked to consider and, if thought fit, approve the Arrangement. Officers, directors and certain insiders of EMM who collectively own approximately 76.8% of the EMM Shares have entered into lock-up agreements to support the transactions contemplated by the Arrangement. In order for the Arrangement to proceed, a special resolution approving the Arrangement must be passed by at least 66% of the votes cast by EMM shareholders at the Meeting, either in person or by proxy. In addition, the Arrangement resolution must also be passed by a simple majority of the votes cast by the EMM shareholders, present in person or represented by proxy, at the Meeting, excluding the votes of an aggregate of 610,667 EMM Shares held by Mr. Brian Boulton, an interested party to the Arrangement, and any joint actor (i.e. by "minority approval").
Prior to mailing the Circular, the board of directors of EMM obtained a written opinion from Sayer Energy Advisors that the consideration to be received by EMM shareholders pursuant to the Arrangement is fair, from a financial point of view, to the EMM shareholders.
Completion of the Arrangement also remains subject to the final approval of the Court of Queen's Bench of Alberta and the Exchange and the receipt of all other necessary regulatory and third party approvals. The effective date of the Arrangement is expected to occur on or about June 23, 2010.
Complete details regarding the Arrangement are set forth in the Circular, a copy of which is available under EMM's SEDAR profile at www.sedar.com. EMM shareholders are urged to give the Circular careful consideration and, if assistance is required, to consult their own financial, tax or other professional advisors.
Completion of the Arrangement is subject to a number of conditions, including the Exchange approval acceptance and disinterested EMM shareholder approval. The Arrangement cannot close until the required EMM shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of EMM should be considered highly speculative.
Statements in this joint press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to: timing and completion of the Arrangement, the proposed Meeting, and receipt of all necessary court, shareholder, regulatory and third party approvals. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, level of activity, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of SkyWest and EMM) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to: operational risks in exploration, development and production; delays or changes in plans; competition for and/or inability to retain drilling rigs and other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; risks associated to the uncertainty of reserve estimates; governmental regulation of the oil and gas industry, including environmental regulation; geological, technical, drilling and processing problems and other difficulties in producing reserves; the uncertainty of estimates and projections of production, costs and expenses; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; incorrect assessments of the value of acquisitions; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Neither SkyWest nor EMM undertakes any obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Certain of the information contained in this joint press release assumes that the Arrangement has been completed on the anticipated basis and times set forth herein. The Arrangement is subject to the receipt of the approval of the shareholders of EMM, the approval of the Court of Queen's Bench for the province of Alberta as well as all other necessary regulatory approvals.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 EMM ENERGY INC.
For further information: For further information: EMM Energy Inc., Brian Boulton, President & CEO, T: (403) 213-3339; or SkyWest Energy Corp., Lawrence Urichuk, President & CEO, T: (403) 265-0071; or SkyWest Energy Corp., Joel MacLeod, Vice President and Chief Financial Officer, T: (403) 265-0071