/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
Trading Symbol: FCE.UN
CALGARY, Aug. 9 /CNW/ - Fort Chicago Energy Partners L.P. ("Fort Chicago") is pleased to announce that as of 4:30 p.m. (Calgary time) on August 9, 2010, 23,998,766 common shares ("Common Shares") of Swift Power Corp. ("Swift"), representing approximately 86.4% of the Common Shares outstanding on a fully-diluted basis, had been validly deposited pursuant to the previously announced take-over bid dated July 2, 2010 (the "Offer") of Fort Chicago Pipelines (Canada) Ltd. (the "Offeror"), an indirect wholly-owned subsidiary of Fort Chicago, to acquire all of the issued and outstanding Common Shares as well as Common Shares issuable upon the exercise of outstanding options.
The Offeror has taken-up all of the deposited Common Shares which, together with the 2,542,154 Common Shares beneficially owned by the Offeror, represent approximately 95.5% of the Common Shares outstanding on a fully-diluted basis. Swift shareholders whose Common Shares have been taken up will receive a payment in the amount of $0.35 per deposited Common Share. As all of the terms and conditions of the Offer have been complied with or waived, the Offer is now unconditional.
The Offeror has extended the expiry date of the Offer to 4:30 p.m. (Calgary Time) on August 23, 2010, to allow Swift shareholders an additional opportunity to tender their Common Shares. A formal notice of extension will be mailed to Swift shareholders shortly.
As the holders of at least 90% of the Common Shares, other than Common Shares held as at the date of the Offer by the Offeror, have accepted the Offer, the Offeror intends to exercise its statutory rights under the Business Corporations Act (British Columbia) to acquire, at the Offer price of $0.35 per Common Share, any remaining Common Shares that it does not acquire under the Offer. A notice to that effect will be sent to the remaining Swift shareholders.
In accordance with the statutory requirements, the Offeror will not be able to pay for and complete its compulsory acquisition of the remaining Common Shares until at least two months after the date of the required notice, subject to any applicable court proceedings. Accordingly, any remaining Swift shareholders who wish to accept the Offer and receive payment of the Offer price of $0.35 per Common Share before that time should deposit their Common Shares prior to the expiry time of the Offer, which is now 4:30 p.m. (Calgary time) on August 23, 2010.
The Offeror further intends to cause the Common Shares to be de-listed from the TSX Venture Exchange and cause Swift to cease to be a reporting issuer under applicable securities laws as soon as possible.
Fort Chicago has retained Computershare Investor Services Inc. to act as depositary for the Offer. Shareholders of Swift may obtain a copy of the take-over bid offer and circular, letter of transmittal, notice of guaranteed delivery and directors' circular related to the Offer at www.sedar.com. In addition, any questions or requests for assistance for further information on how to tender Common Shares to the Offer may be directed to the depositary at 1-800-564-6253 (North America Toll Free) or by email at firstname.lastname@example.org. Persons whose Common Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Common Shares to the Offer.
This news release is neither an offer to purchase securities nor a solicitation of an offer to sell securities. Fort Chicago has filed a take-over bid offer and circular with Canadian securities regulatory authorities with respect to the Offer and Swift has filed a directors' circular with respect to the Offer, containing the unanimous recommendation of the board of directors of Swift that Swift shareholders accept the Offer. Shareholders of Swift are urged to read the take-over bid offer and circular, the related directors' circular and the notices of extension and variation relating to the Offer. These documents, as well as any amendments and supplements to them and any other relevant document filed or to be filed with Canadian securities regulatory authorities, contain important information relating to the Offer.
Fort Chicago is a publicly traded limited partnership based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America. Its Class A Units are listed on the TSX under the symbol FCE.UN and its convertible unsecured subordinated debentures, Series B and the Series C Debentures are listed on the TSX under the symbols FCE.DB.B and FCE.DB.C, respectively. Fort Chicago is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; an NGL extraction business which includes an interest in a world-class extraction facility near Chicago; and a power business with power facilities in Ontario, New York, Colorado and California, district energy systems in Ontario and Prince Edward Island, and waste heat power facilities along the Alliance Pipeline. Fort Chicago and each of its pipeline, NGL extraction and power businesses are also actively developing a number of greenfield investment opportunities that will be a key source of future growth. In the normal course of its business, Fort Chicago and each of its businesses regularly evaluate and pursue acquisition and development opportunities.
Class A Unit Ownership Restrictions
Fort Chicago is organized in accordance with the terms and conditions of a limited partnership agreement which provides that no Class A Units may be held by or transferred to, among other things, a person who is a "non-resident" of Canada, a person in which an interest would be a "tax shelter investment" or a partnership which is not a "Canadian partnership" for purposes of the Income Tax Act (Canada). This restriction will not apply to the securities of Fort Chicago following the conversion of Fort Chicago into a corporation.
Certain information contained herein relating to, but not limited to, Fort Chicago and its businesses constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Fort Chicago expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to Offer, the completion of the Offer and the outcome of the Offer and the development of greenfield investment opportunities. The risks and uncertainties that may affect the operations, performance, development and results of Fort Chicago's businesses include, but are not limited to, the following factors: the ability of Fort Chicago to successfully implement its strategic initiatives and achieve expected benefits; levels of oil and gas exploration and development activity; the status, credit risk and continued existence of contracted customers; the availability and price of capital; the availability and price of energy commodities; the availability of construction services and materials; fluctuations in foreign exchange and interest rates; Fort Chicago's ability to successfully obtain regulatory approvals; changes in tax, regultory, environmental, and other laws and regulations; competitive factors in the pipeline, NGL and power industries; operational breakdowns, failures, or other disruptions; and the prevailing economic conditions in North America. Additional information on these and other risks, uncertainties and factors that could affect Fort Chicago's operations or financial results are included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that the forgoing list of factors and risks is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time.
Although Fort Chicago believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual result achieved will vary from the information provided herein and the variations may be material. Fort Chicago makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Fort Chicago does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise. Any forward-looking information contained herein is expressly qualified by this cautionary statement.
SOURCE Veresen Inc.
For further information: For further information: Stephen H. White, President and C.E.O.; David I. Holm, Executive Vice President, Corporate and Business Development; Richard Weech, Vice President, Finance and C.F.O.; Fort Chicago Energy Partners L.P., Livingston Place, Suite 440, 222 - 3rd Avenue S.W., Calgary, AB, T2P 0B4, Phone: (403) 296-0140, Fax: (403) 213-3648, www.fortchicago.com