CALGARY, Aug. 9, 2016 /CNW/ - (TSX: TBE) – Twin Butte Energy Ltd. ("Twin Butte" or the "Company") announces that it has engaged Canaccord Genuity Corp. ("Canaccord") as a financial advisor and that Canaccord has provided the board of directors of the Company with an opinion, as of the date hereof, that the consideration to be received by debentureholders of Twin Butte pursuant to the proposed plan of arrangement (the "Arrangement") in respect of Twin Butte and its securityholders and involving Reignwood Resources Holding Pte. Ltd. (the "Purchaser") and Reignwood Resources Trading UK Limited is fair, from a financial point of view, to the Twin Butte debentureholders. A full copy of the written fairness opinion will be filed on Twin Butte's SEDAR profile and will be available for viewing at www.sedar.com and on Twin Butte's website at www.twinbutteenergy.com.
In order to provide Twin Butte's securityholders with time to consider the conclusions set forth in Canaccord's fairness opinion, Twin Butte has elected to postpone its annual and special meeting of securityholders, which was originally scheduled for 9:00 a.m. (Calgary time) on August 10, 2016 until 9:00 a.m. (Calgary time) on August 29, 2016. The July 11, 2016 record date and the place of the meeting will remain the same. As a result of the postponement of the meeting to August 29, 2016, Twin Butte has extended the return deadline for proxies to forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the date of the postponed meeting. Subject to the satisfaction or waiver of all conditions to closing, the parties now expect the Arrangement to close in late September.
In connection with the postponement of the meeting and related matters, Twin Butte has entered into an amending agreement to the arrangement agreement with the Purchaser to give effect to (among other things) the postponement of the meeting, without the consent of Twin Butte's lenders under its credit agreement. Failure to obtain such consent to the amending agreement, and the matters set forth therein, is an event of default under Twin Butte's credit agreement. Twin Butte intends to seek waivers from its lending syndicate for the entering into of the amending agreement and matters set forth therein. There are no assurances that the lenders will consent to the amending agreement, including any of the matters set forth therein, agree to any necessary waivers or refrain from exercising any rights or remedies they have, including accelerating the repayment of the Company's outstanding bank debt and enforcing their security by appointing a receiver to liquidate the Company's assets and manage the Company's affairs. In such events, the Arrangement will be terminated. A copy of the amending agreement will be filed on Twin Butte's SEDAR profile and will be available for viewing at www.sedar.com.
The board of directors of Twin Butte has previously stated, and subsequent to the receipt and consideration of the Canaccord fairness opinion continues to support its determinations, that: (i) the Arrangement is in the best interests of Twin Butte and the Twin Butte securityholders; (ii) Twin Butte securityholders vote in favor of the Arrangement; and (iii) the consideration to be received by Twin Butte securityholders pursuant to the Arrangement is fair to the Twin Butte securityholders.
Canaccord's written fairness opinion sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Canaccord in connection with the delivery of the fairness opinion. The summary of the fairness opinion is qualified in its entirety by reference to the full text of the written fairness opinion which will be filed on Twin Butte's SEDAR profile and will be available for viewing at www.sedar.com and on Twin Butte's website at www.twinbutteenergy.com.
Peters & Co. Limited has also provided the board of directors of Twin Butte with an opinion, as of June 23, 2016, that the consideration to be received by the shareholders of Twin Butte pursuant to the Arrangement is fair, from a financial point of view, to the shareholders of Twin Butte.
Securityholders who have not voted in respect of the Arrangement or wish to change their vote may do so by following the instructions set forth on the proxy or voting instruction form provided to them. Securityholders may revoke a previously voted proxy with an instrument in writing, including another proxy, signed by the securityholder and delivered care of Twin Butte to Computershare Trust Company of Canada. In order to revoke a proxy previously delivered by an intermediary or its agent, on their behalf, beneficial securityholders should carefully follow any revocation instructions set forth on the voting instruction form provided to them by their intermediary or agent.
Questions concerning voting may be directed to:
Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Collect Calls Outside North America: 416-304-0211
Certain information set forth in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expects", "believes", "will" and similar expressions and statements relating to matters that are not historical facts, contain forward-looking statements, including but not limited to statements regarding: the date of the postponed meeting, the timing for closing and the proxy cut offs for such postponed meeting and the filing of certain items on SEDAR and on Twin Butte's website. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Twin Butte's control, including the rights of the lenders to exercise any rights or remedies under the credit facility. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement are set forth in the information circular, which is available on SEDAR at www.sedar.com. In addition to the foregoing, the conclusions set out in the fairness opinion are subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Canaccord in connection with such fairness opinion and are made as at the date of such opinion. The fairness opinion has been prepared for the sole benefit of the board of directors of Twin Butte. Canaccord's fairness opinion is not to be construed as a recommendation to any securityholder as whether to vote in favor of the Arrangement. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Twin Butte 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 Twin Butte will derive therefrom. Twin Butte disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE Twin Butte Energy Ltd.
For further information: about Twin Butte, please contact: Twin Butte Energy Ltd., Rob Wollmann, President and Chief Executive Officer; R. Alan Steele, Vice President Finance, Chief Financial Officer and Corporate Secretary; Tel: (403) 215-2045, Website: www.twinbutteenergy.com