WINNIPEG, May 25 /CNW/ - Lodgepole Energy Corp. (the "General Partner"), the general partner of Lodgepole Energy No. 1 Limited Partnership (the "Partnership") announced today that it has accepted, on behalf of the Partnership, an offer (the "Offer") from an arm's length third party purchaser (the "Purchaser") to purchase all of the assets of the Partnership on the terms and conditions set forth in the Offer (the "Proposed Transaction").
The Offer is a joint offer made to the Partnership and to Lodgepole Energy No. 2 Limited Partnership ("Lodgepole No. 2 LP"), to purchase, subject to the terms and conditions of the Offer, all of the assets owned by each of the Partnership and Lodgepole No. 2 LP.
The purchase price for all of the assets of the Partnership is $1,592,360, subject to any adjustments subsequently agreed to between the Purchase and the General Partner, on behalf of the Partnership, and subject to any goods and services tax payable.
The completion of the Proposed Transaction is subject to a number of conditions, including: (i) the execution and delivery of a mutually acceptable purchase and sale agreement incorporating the terms of the Offer and including all representations, warranties, indemnities and conditions normally provided for in a transaction of the nature of the Proposed Transaction; and (ii) the limited partners of the Partnership (the "Limited Partners") (and the limited partners of Lodgepole No. 2 LP) approving the Proposed Transaction by way of a special resolution.
The General Partner intends to seek the Limited Partners' approval of the Proposed Transaction, and authorization to dissolve and wind-up to the Partnership as soon as practicable following the completion of the Proposed Transaction, by way of a written resolution executed by Limited Partners holding more than 662/3% of the issued and outstanding limited partnership units of the Partnership or, if not possible, pursuant to a properly called meeting of the Limited Partners.
If approved, the Proposed Transaction is expected to be completed on or about July 28, 2010 or such earlier date as the General Partner and the Purchaser may determine, with an effective date of April 1, 2010.
In accordance with the limited partnership agreement of the Partnership, the funds available to the Partnership following the completion of the Proposed Transaction and the payment of the debts and liabilities of the Partnership will be treated as excess cash and will be distributed to the Limited Partners on a pro rata basis, subject to the General Partner's right to establish a cash reserve in order to satisfy any obligations of the Partnership.
Following the dissolution of the Partnership, the appropriate notice of dissolution will be filed with the applicable securities regulatory authorities and the Partnership will cease to be a reporting issuer under applicable securities laws.
Additional information relating to the Partnership, including all public filings, is available on SEDAR (www.sedar.com).
SOURCE LODGEPOLE ENERGY NO. 1 LIMITED PARTNERSHIP
For further information: For further information: Daniel Barchyn at 604-167 Lombard Avenue, Winnipeg, MB, R3B 0V3 or by telephone at (204) 949-0166 or by email at Lodgepole@rainyday.ca