CALGARY, July 27, 2012 /CNW/ - (TSX - PRQ) - Progress Energy Resources Corp. ("Progress" or the "Company") is pleased to announce that it has entered into an amending agreement
(the "Amending Agreement") to the arrangement agreement dated June 27, 2012 as amended on July
19, 2012 (the "Arrangement Agreement") with PETRONAS International Corporation Ltd. ("PICL") and PETRONAS Carigali Canada Ltd. (the "Purchaser") which provides for the acquisition by the Purchaser of all of the
outstanding common shares (the "Common Shares") of Progress and the acquisition by Progress of all of the outstanding
5.25% Convertible Unsecured Subordinated Debentures of Progress due
October 31, 2014 (the "2014 Debentures") and the 5.75% Series B Convertible Unsecured Subordinated Debentures
of Progress due June 30, 2016 (the "2016 Debentures" and together with the 2014 Debentures, the "Debentures").
Pursuant to the Amending Agreement, the Purchaser has agreed to increase
the consideration payable to holders of Common Shares ("Shareholders") under the plan of arrangement (the "Arrangement") contemplated under the Arrangement Agreement, from C$20.45 per Common
Share to C$22.00 per Common Share. As a result of the increase in the
consideration payable for the Common Shares under the Arrangement,
assuming an effective date (the "Effective Date") of September 25, 2012, the cash consideration under the Arrangement
for each $1,000 principal amount of Debentures, and excluding accrued
interest and notional interest, will now be increased to approximately
$1,265 for the 2014 Debentures and $1,213 for the 2016 Debentures.
Pursuant to the amended Arrangement, holders of Debentures ("Debentureholders") will continue to receive accrued and unpaid interest on the principal
amount of such Debentures to but excluding the Effective Date and an
amount equal to the amount of interest that would otherwise be payable
thereon from and including the Effective Date to but excluding the date
which is 32 days after the Effective Date.
The increase in the consideration resulted from Progress having received
an unsolicited proposal from a third party.
The Board of Directors of Progress has unanimously determined that the
amended Arrangement is in the best interests of Progress and is fair to
Shareholders and Debentureholders. The Board of Progress has
unanimously approved the amended Arrangement and determined to
recommend that holders of Common Shares and Debentures vote in favour
of the amended Arrangement.
The special meeting of holders of Common Shares and holders of
Debentures to consider the Arrangement will continue to be held at 3:00
p.m. (Calgary time) on August 28, 2012 in the McMurray Room of the
Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta.
The parties continue to anticipate that the Arrangement will be
completed on or about September 25, 2012 subject to obtaining
shareholder and Court approval and the required governmental and
regulatory approvals and satisfying other usual and customary
conditions contained in the Arrangement Agreement.
If holders of Common Shares or holders of Debentures have any questions
or need additional information, they should consult their financial,
legal, tax or other professional advisor, or contact the information
agent for the Arrangement, Laurel Hill Advisory Group, at 416-304-0211,
or at its North American toll-free number: 1-877-304-0211 or by email
PETRONAS' exclusive financial advisor for the transaction is Bank of
America Merrill Lynch. Norton Rose Canada LLP is acting as legal
counsel to PETRONAS.
BMO Capital Markets is acting as exclusive financial advisor to Progress
for the transaction and has provided the Board of Directors of Progress
with a fairness opinion regarding the proposed transaction for the
Shareholders and the Debentureholders. Scotia Waterous has also
provided the Board of Directors of Progress with an independent
fairness opinion regarding the proposed transaction for the
Shareholders and the Debentureholders. Burnet, Duckworth & Palmer LLP
is acting as legal counsel to Progress.
About Progress Energy
Progress is a Calgary, Canada based Energy Company focused on
exploration, development and production of large, unconventional
natural gas resources in northeast British Columbia and northwest
Alberta. Progress holds the largest acreage position in the Montney
shale gas play. Throughout its history, Progress has a solid track
record of growing reserves, production and the underlying value of the
Company for its shareholders. The Common Shares and the two series of
Debentures are listed on the Toronto Stock Exchange under the symbols
PRQ, PRQ.DB.B and PRQ.DB.C, respectively.
Cautionary Statement on Forward-Looking Information
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 statements or information. In particular,
forward looking statements in this press release include, but are not
limited to, statements regarding the completion of the Arrangement, the
timing of the meeting and the anticipated results therefrom.
The forward-looking statements and information are based on certain key
expectations and assumptions made by Progress and the Purchaser,
including, but not limited to, expectations and assumptions concerning
the ability of Progress and the Purchaser to obtain all required
regulatory approvals for the transaction, including, but not limited
to, shareholder, Court and regulatory approvals.
Although Progress believes 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 there can be 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 risk that the transaction may not
close when planned or at all or on the terms and conditions set forth
in the Arrangement Agreement; the failure of Progress to obtain the
necessary shareholder, Court, regulatory and other third party
approvals required in order to proceed with the transaction;
operational risks in development, exploration and production for
natural gas; delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve and resource estimates; 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; ability to access
sufficient capital from internal and external sources; and changes in
legislation, including but not limited to tax laws, royalties and
environmental regulations. Readers are cautioned that the foregoing
list of factors is not exhaustive.
Management has included the above summary of assumptions and risks
related to forward-looking statements and information provided in this
press release in order to provide securityholders with a more complete
perspective on the Arrangement and such information may not be
appropriate for other purposes. Actual results, performance or
achievement could differ materially from those expressed in, or implied
by, these forward-looking statements and, accordingly, no assurance can
be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
benefits that Progress will derive there from.
The forward-looking statements and information contained in this press
release are made as of the date hereof and Progress undertakes no
obligation to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events,
or results or otherwise, other than as required by applicable
SOURCE: Progress Energy Resources Corp.
For further information:
Art MacNichol, Senior Vice President and Chief Financial Officer
Progress Energy Resources Corp.
Kurtis Barrett, Analyst, Investor Relations and Marketing
Progress Energy Resources Corp.