All figures in Canadian dollars
CALGARY, July 24 /CNW/ - Synenco Energy Inc. (Synenco) (TSX: SYN) and
Total E&P Canada Ltd. (Total Canada), a wholly owned subsidiary of Total S.A.
(TOTF.PA), today announced that they have entered into an amendment agreement
to the acquisition agreement between them dated April 27, 2008 whereby Total
Canada will increase the consideration under its offer to purchase all of the
issued and outstanding common shares of Synenco on a fully diluted basis from
$9.00 cash per share to $10.25 cash per share.
The amended offer represents an approximately 39-percent premium to
Synenco shareholders based on the 30-day volume-weighted average price of
$7.35 per share for Synenco's common shares for the period ending April 25
(being the last trading day preceding the announcement of Total Canada's
original offer), and an approximately 32-percent premium to the closing price
of the Synenco common shares on April 25 of $7.79 per share.
In connection with the increase of the consideration offered under the
amended offer, Total Canada has advised Synenco that Total Canada has entered
into lock-up agreements with each of D. E. Shaw Laminar Portfolios, L.L.C. and
Wellington Management Company, LLP, pursuant to which they have agreed to
tender the Synenco common shares owned or controlled by them to the amended
offer. These shares, which had not previously been tendered to the offer,
represent collectively approximately 23-percent of the currently issued and
outstanding Synenco common shares.
The board of directors of Synenco has unanimously approved the making of
the amended Total Canada offer and unanimously recommends that Synenco
shareholders accept the amended Total Canada offer. TD Securities Inc. and
Merrill Lynch Canada Inc. have acted as financial advisors to Synenco and each
has provided an opinion to the board of directors of Synenco that the
consideration to be received under the amended offer is fair, from a financial
point of view, to Synenco shareholders.
Total Canada has advised Synenco that it anticipates mailing a Notice of
Variation in respect of the amended offer on or about July 25, 2008 and that
the amended Total Canada offer will remain open for acceptance until 7:00 p.m.
(Calgary time) on August 5, 2008. The board of directors of Synenco
anticipates mailing a Notice of Change to its Directors' Circular together
with the Total Canada Notice of Variation.
Synenco Energy is a Calgary-based oil sands company which, with a
60-percent interest, is the managing partner of the Northern Lights
Partnership and operator of the Northern Lights mineable oil sands project.
(SinoCanada Petroleum Corporation, an indirect wholly owned subsidiary of
China-based Sinopec, owns the remaining 40-percent of the partnership and
project.) Synenco also holds a 100-percent interest in the McClelland oil
sands lease adjacent to the Northern Lights project lands. Visit Synenco's
website at www.synenco.com.
Cautionary note regarding forward-looking statements
This news release contains forward-looking statements that are expressly
qualified, in their entirety, by this cautionary statement. Forward-looking
statements are often, but not always, identified by words such as "believe",
"expect", "estimate", "intend", "plan", "seek", "anticipate", "projected",
"scheduled", "continue", "potential", "will", "may", "might", "should",
"would", "could" and similar expressions. Undue reliance should not be placed
on forward-looking statements, which are inherently uncertain, are based on
estimates and assumptions, and are subject to known and unknown risks and
uncertainties. There can be no assurance that the plans, intentions or
expectations upon which forward-looking statements are based will in fact be
realized. Actual results may differ from those expressed or implied in the
Specific forward-looking statements contained in this news release
include, among others, statements regarding the terms of the offer, the
completion of the offer and the outcome of the offer.
Readers should also review the risk factors and uncertainties described
in Synenco's annual information form dated March 12, 2008 and annual MD&A for
the year ended December 31, 2007, copies of which are available electronically
at www.sedar.com and at www.synenco.com.
The forward-looking statements contained herein are made as of the date
of this news release and are not guarantees of future performance or outcomes.
Synenco undertakes no obligation to update or revise any forward-looking
statements, except as may be required by law.
For further information:
For further information: Investment community, Mike Supple, Chairman,
President and Chief Executive Officer, Telephone: (403) 261-1990