CALGARY, April 27 /CNW/ - North American Oil Sands Corporation ("North
American") announced today that it has entered into an agreement (the
"Agreement") pursuant to which Statoil ASA ("Statoil") will make an all-cash
offer (the "Offer") to acquire all of the issued and outstanding common shares
on a fully diluted basis (the "Shares") of North American by way of a
take-over bid. Under the Offer, Statoil will acquire the Shares at a price of
Cdn $20.00 per share, valuing the proposed transaction at approximately
Cdn $2.2 billion. The Offer will be subject to certain conditions, including
receipt of all required regulatory approvals.
North American's Board of Directors has unanimously approved the proposed
transaction and has concluded the transaction is in the best interest of its
shareholders and will recommend that its shareholders accept the Offer.
Merrill Lynch Canada Inc., TD Securities Inc. and RBC Dominion Securites Inc.
acted as financial advisors for North American and have provided North
American's Board of Directors with their opinions that the consideration under
the Offer is fair from a financial point of view to North American's
shareholders. TD Securities Inc., RBC Dominion Securities Inc. and Credit
Suisse (Canada) Inc. provided certain capital markets advice to North
Full details of the Offer will be included in the formal take-over bid
circular and related documents, which will be mailed to North American
shareholders prior to May 15, 2007. The Offer, unless extended, will expire
35 days thereafter with anticipated closing in June 2007. The major
shareholders (described below), representing approximately 69.0% of North
American's issued and outstanding common shares on a fully diluted basis, and
the directors (other than nominees of the major shareholders, who themselves
as individuals do not own any Shares) and officers of North American have
agreed to tender their shares to the Offer and have entered into lock-up
agreements with Statoil evidencing such commitment. It is expected Statoil
will be able to engage the "drag-along" provisions of the unanimous
shareholders agreement and acquire 100% of North American's common shares.
About North American
North American Oil Sands Corporation is a private Alberta company founded
in 2001. The company is planning an in-situ bitumen extraction project near
Conklin in northern Alberta and an upgrading facility in northeast Alberta.
When the project is completed, North American expects it to produce over
200,000 barrels per day of bitumen using steam assisted gravity drainage
technology. When completed, the upgrader will process that bitumen into
synthetic crude oil. Any upgrading capacity in excess of North American's
needs will be used to process bitumen produced by others through commercial
Major shareholders in North American include Paramount Resources Ltd.,
Calgary, AB, funds managed by affiliates of ARC Financial Corporation,
Calgary, AB and Ontario Teachers' Pension Plan, Toronto, ON.
For further information:
For further information: Pat Carlson, President and Chief Executive
Officer, or Douglas Allen, Senior Vice President and Chief Financial Officer,
at (403) 234-0123