CALGARY, Jan. 7 /CNW/ - NuVista Energy Ltd. ("NuVista") (TSX - NVA) and
Rider Resources Ltd. ("Rider") (TSX - RRZ) are pleased to announce that they
have entered into an agreement that provides for the strategic combination of
Rider with NuVista.
Under the terms of the agreement, Rider shareholders will receive 0.3540
of a NuVista common share for each Rider common share (the "Transaction").
Rider shareholders will receive an aggregate value of $5.07 per Rider common
share based on the closing price of NuVista common shares on the Toronto Stock
Exchange ("TSX") as at January 4, 2008 which represents a premium of
25 percent to the closing price of Rider common shares on the TSX as at
January 4, 2008. This Transaction is expected to be tax-deferred for Canadian
resident Rider shareholders.
The Transaction is subject to stock exchange, court and regulatory
approval, and the approval of at least 66 2/3 percent of Rider shareholders
who vote at a meeting to be called to vote on the Transaction and approval of
a majority of the NuVista shareholders who vote at a meeting to be called to
vote on the Transaction. It is expected that the NuVista and Rider shareholder
meetings to vote on the Transaction will occur in mid-March 2008. A joint
information circular is expected to be mailed to shareholders of both NuVista
and Rider in mid-February 2008.
The Board of Directors of NuVista and Rider have both unanimously
approved the agreement and have concluded that the Transaction is in the best
interests of their respective shareholders.
In connection with the Transaction, the Ontario Teachers' Pension Plan
("OTPP") has agreed to subscribe for 6.0 million units ("Units") of NuVista at
a price of $14.00 per Unit for proceeds of $84.0 million to be issued on a
private placement basis (the "Investment"). Each Unit will be comprised of one
common share in the capital of NuVista and one-half of one common share
purchase warrant of NuVista. Each full warrant will entitle the holder within
365 days from the closing of the Investment to purchase one common share for
an exercise price of $15.50, subject to the usual adjustment provisions.
Closing of the Investment is subject to the successful completion of the
Transaction and the receipt of all necessary regulatory, stock exchange and
third party approvals. Closing of the Investment will occur concurrently with
the closing of the Transaction, which is anticipated to occur in mid-March
2008. The proceeds of the Investment will initially be used to reduce the
aggregate outstanding indebtedness of NuVista following completion of the
Prior to the Investment, OTPP owns approximately 9.8% percent of
NuVista's common shares outstanding. Upon closing of the Investment and the
Transaction, OTPP will own approximately 14 percent of NuVista's common shares
outstanding (approximately 17 percent assuming the exercise of the common
Strategic Benefits of the Business Combination
With this defining Transaction, NuVista transitions from an Eastern
Alberta and Western Saskatchewan company with opportunities focused on shallow
gas and heavy oil to a company with a balanced portfolio of assets. The
strategic benefits of this Transaction include:
- addition of three new core areas in liquid rich natural gas prone
regions of Alberta that are characterized by high netbacks and longer
reserve life production;
- addition of a high impact deep gas drilling inventory to our
exploration and development program; and
- material equity investment by a strategic long-term equity partner.
The Rider asset base is well suited to NuVista's existing business
strategy which emphasizes long-term sustainability based upon an acquire and
develop business model in multi-zone areas with a focus on low operating costs
and high working interests. Key attributes of the business combination,
calculated as at December 31, 2007 based upon management's pro forma
estimates, are as follows:
- increase to NuVista's production per share of 19%;
- increase to NuVista's proved plus probable reserves per share of 27%;
- increase to NuVista's funds flow from operations per share of 19%;
- addition of 11,500 boe per day of production (approximately 77%
natural gas) and approximately 33 million boe of proved plus probable
- addition of over 155,000 net acres of undeveloped land in liquid rich
natural gas prone areas with an average working interest of 77%; and
- an additional 75 drilling location have been identified on
Land Value (1) Land Value (1)
- Estimated purchase price (2) $560 million $525 million
- Price per flowing boe/d (11,500 boe/d) $ 48,700 $47,400
- Reserves price per proven plus
probable boe (33 million boe) (3) $ 18.35 $17.25
- Cash flow multiple (4) 5.3 times 5.0 times
- Proven plus probable recycle ratio 1.4 times 1.5 times
(1) Undeveloped land valued at $250 per acre.
(2) Based on the five day volume weighted average price to January 4,
2008, for NuVista common shares of $13.74 and estimated debt of
(3) Based on NuVista's internal estimates at December 31, 2007 and
includes future capital expenditures of $45 million.
(4) Based on Rider's third quarter 2007 operating netback of $25.41/boe
Key Operating and Financial Information for the Combined Company
Pro Forma December 31, 2007 Production (boe/d) 26,500
Estimated 2008 Average Production (boe/d) (1) 24,000 to 24,500
Pro Forma Market Capitalization (2) $1.1 billion
Pro Forma Debt (3) $390 million
Pro Forma Enterprise Value (4) $1.5 billion
Pro Forma Reserve Estimates (5)
Proved plus Probable (mmboe) 70
Reserve Life Index (P+P) (6) 7.2 years
Estimated 2008 Cash Flow (7) $210 million to $220 million
Estimated 2008 Capital Program (8) $155 million to $175 million
Pro Forma December 31, 2007 Debt to
Estimated 2008 Cash Flow Ratio (3)(7) 1.8 times
Estimated Year End 2008 Debt to
Cash Flow Ratio (9) 1.5 times
Shares Outstanding 78.5 million
Undeveloped Land Base (net acres) 750,000
(77% average working interest)
(1) Based on a Transaction closing date of March 13, 2008.
(2) The market capitalization is calculated based on the January 4, 2008
NuVista share price of $14.33.
(3) Estimated debt outstanding at December 31, 2007 including the
estimated Transaction costs, less the Investment.
(4) Pro forma enterprise value is equal to pro forma market
capitalization plus pro forma debt.
(5) Represents NuVista's estimate for NuVista and Rider reserves as at
December 31, 2007.
(6) Based on estimated reserves as at December 31, 2007 and estimated
current production of 26,500 boe per day.
(7) Based on a Transaction closing date of March 13, 2008 and is based on
budgeted prices of US$90/bbl WTI for oil, $6.85/mcf at AECO for
natural gas and a par USD/CAD exchange rate.
(8) Based on a Transaction closing date of March 13, 2008 and excluding
the business combination costs of Rider.
(9) Based on estimated annualized fourth quarter 2008 cash flow and
assumes none of the common shares warrants are exercised before
December 31, 2008.
Management and Staffing
Alex G. Verge, President and Chief Executive Officer of NuVista and the
senior management team will continue in their management roles. We expect that
the majority of the Rider staff will be offered positions in the combined
company in a variety of leadership, technical and support roles; however,
certain members of the Rider senior management team are expected to join
NuVista for only a transition period.
NuVista's 2007 third quarter press release dated November 2, 2007,
indicated that Mr. Rob Froese, Vice President, Finance and Chief Financial
Officer of NuVista announced his intention to leave NuVista in early 2008. We
are pleased to announce that Rob has reversed his decision and decided to
continue in his role of Vice President, Finance and Chief Financial Officer
with the combined company on a permanent basis. Rob's leadership experience
and management skills will play an important role in the integration of Rider
and in the long-term future of NuVista.
In addition, the Board of Directors has approved two additional executive
moves. Mr. Steve Dalman, formerly Vice President, Engineering was appointed
Vice President, Business Development and Mr. Dan McKinnon, has been promoted
to Vice President, Engineering.
Board of Directors
Upon closing of the Transaction, Mr. Craig W. Stewart, President and
Chief Executive Officer of Rider, has advised that he will accept a position
on the NuVista Board of Directors.
About the Transaction
The Directors and Officers of Rider, who own approximately 17 percent of
the outstanding Rider shares, have agreed to vote their Rider shares in favour
of the Transaction. FirstEnergy Capital Corp. and Scotia Waterous Inc. are
acting as financial advisors to Rider with respect to the Transaction.
FirstEnergy Capital Corp. has advised the Board of Directors of Rider that it
is of the opinion, as of the date hereof, that the consideration to be
received by Rider shareholders pursuant to the Transaction is fair from a
financial point of view to Rider shareholders.
The Directors and Officers of NuVista, who own approximately 14 percent
of the outstanding NuVista shares, have agreed to vote their NuVista shares in
favour of the Transaction. In addition, OTPP, has agreed to vote their NuVista
shares in favour of the Transaction. Peters & Co. Limited is acting as
financial advisor to NuVista with respect to the Transaction. Peters & Co.
Limited has advised the Board of Directors of NuVista that it is of the
opinion, as of the date hereof, that the consideration to be paid by NuVista
pursuant to the Transaction is fair from a financial point of view to NuVista
Rider has agreed that it will not solicit or initiate any discussions
concerning the pursuit of any other business combination. NuVista and Rider
have each agreed to pay a non-completion fee of $18.25 million to the other in
certain circumstances. In addition, NuVista has the right to match any
competing proposal, in the event such a proposal is made.
Investor Conference Call
A joint conference call has been scheduled for Monday, January 7, 2008,
at 10:00am Calgary time / 12:00 Noon Toronto time to discuss the Transaction.
Members of the investment community may participate by dialing
A replay of the joint conference call will be available approximately one
hour after completion of the conference call until January 14, 2008, by
calling 416-695-5800/408-3053 and entering the Pass code 3247692 followed by
the number sign.
NuVista is an independent Canadian oil and natural gas exploration,
development and production company with its common shares trading on the
Toronto Stock Exchange under the symbol "NVA".
Rider is an independent Canadian oil and natural gas exploration,
development and production company with its common shares trading on the
Toronto Stock Exchange under the symbol "RRZ".
Advisory Regarding Forward-Looking Statements
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 combined company's petroleum and natural gas
production reserves; undeveloped land holdings; reserve life index; business
strategy; future development and growth opportunities; prospects; asset base;
anticipated benefits from the Transaction including improved operating
efficiencies, field optimizations and cost reductions; future cash flows;
value and debt levels; capital programs; treatment under tax laws; oil and
natural gas prices; and the impact of the Province of Alberta's new royalty
regime. The forward-looking statements and information are based on certain
key expectations and assumptions made by NuVista and Rider, including
expectations and assumptions concerning prevailing commodity prices and
exchange rates, applicable royalty rates and tax laws; future well production
rates and reserve volumes; the timing of receipt of regulatory and
securityholder approvals, the performance of existing wells; the success
obtained in drilling new wells; and the sufficiency of budgeted capital
expenditures in carrying out planned activities; and the availability and cost
of labour and services. Although NuVista and Rider believe 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 NuVista and Rider 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. These include, but are not limited to, the risks associated with
the oil and gas industry in general such as operational risks in development,
exploration and production delays or changes in plans with respect to
exploration or development projects or capital expenditures; the uncertainty
of reserve estimates; the uncertainty of estimates and projections relating to
reserves, production, costs and expenses; health, safety and environmental
risks; commodity price and exchange rate fluctuations, marketing and
transportation, loss of markets, environmental risks, competition, incorrect
assessment of the value of acquisitions, failure to realize the anticipated
benefits of acquisitions, ability to access sufficient capital from internal
and external sources, failure to obtain required regulatory and other
approvals, and changes in legislation, including but not limited to tax laws,
royalties and environmental regulations. There are risks also inherent in the
nature of the proposed Transaction, including failure to realize anticipated
synergies or cost savings; risks regarding the integration of the two
entities; incorrect assessments of the values of the other entity; and failure
to obtain the required securityholder, court, regulatory and other third party
approvals. This press release also contains forward-looking statements and
information concerning the anticipated completion of the proposed Transaction
and the anticipated timing for completion of theTransaction. NuVista and Rider
have provided these anticipated times in reliance on certain assumptions that
they believe are reasonable at this time, including assumptions as to the time
required to prepare meeting materials for mailing, the timing of receipt of
the necessary regulatory and court approvals and the time necessary to satisfy
the conditions to the closing of the Transaction. These dates may change for a
number of reasons, including unforeseen delays in preparing meeting materials,
inability to secure necessary regulatory or court approvals in the time
assumed or the need for additional time to satisfy the conditions to the
completion of the Transaction. Accordingly, readers should not place undue
reliance on the forward-looking statements and information contained in this
press release 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 NuVista's, Rider's or the combined company'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), in the case of NuVista, at NuVista's website
(www.nuvistaenergy.com), and in the case of Rider, at Rider's website
(www.riderres.com). The forward-looking statements and information contained
in this press release are made as of the date hereof and NuVista and Rider
undertake 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.
Barrels of Oil Equivalent
"Boe" means barrel of oil equivalent on the basis of 1 boe to 6,000 cubic
feet of natural gas. Boe's may be misleading, particularly if used in
isolation. A boe conversion ratio of 1 boe for 6,000 cubic feet of natural gas
is based on an energy equivalency conversion method primarily applicable at
the burner tip and does not represent a value equivalency at the wellhead.
For further information:
For further information: NuVista Energy Ltd., Alex G. Verge, President
and Chief Executive Officer, Tel: (403) 538-8501, or Robert F. Froese, Vice
President, Finance and Chief Financial Officer, Tel: (403) 538-8530, E-mail:
email@example.com, Website: www.nuvistaenergy.com; Rider Resources
Ltd., Craig W. Stewart, President and Chief Executive Officer, Tel: (403)
781-2445, or John W. Ferguson, Vice President, Chief Financial Officer and
Corporate Secretary, Tel: (403) 781-2446, E-mail: firstname.lastname@example.org,