/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION/
CALGARY, April 12 /CNW/ - Oranje-Nassau Energie B.V. ("ONE"), the Netherlands-based privately owned oil and gas investment company and Cirrus Energy Corporation ("Cirrus") (TSX-V: CYR) are pleased to announce the successful completion today of the previously announced statutory plan of arrangement (the "Arrangement") and certain post-closing restructuring transactions, including the amalgamation of 1588475 Alberta Ltd. ("1588475"), a wholly-owned acquisition subsidiary of ONE, and Cirrus, to form a corporation also named "Cirrus Energy Corporation". Under the Arrangement, 1588475 acquired 88,303,335 common shares of Cirrus, being all the outstanding shares of Cirrus, at a price of C$1.15 per share in cash, valuing the transaction at approximately C$102 million.
The Arrangement was approved at a special meeting of the shareholders of Cirrus ("Cirrus Shareholders") on April 11, 2011 and by the Court of Queen's Bench of Alberta on April 11, 2011. Approximately 47% of Cirrus Shareholders voted, with over 96% of the votes cast by Cirrus Shareholders in favour of the Arrangement.
Cirrus' subsidiary, Cirrus Energy Netherlands B.V., will continue its business under the name of Oranje-Nassau Energie B.V. and will be merged into ONE.
Commenting on the acquisition Alexander Berger, ONE Chief Executive Officer, said: "We are delighted to have completed the acquisition. Our plan for integrating Cirrus is well advanced and we look forward to benefiting from the operating capability that the acquisition brings ONE. Cirrus immediately enhances our production profile and adds attractive development opportunities, plus exploration upside to our developed asset base."
Information for Cirrus Shareholders
Cirrus' shares will cease to be listed for trading on the TSX Venture Exchange in due course. For shareholders who held their Cirrus common shares through a broker, the payment of the purchase price will be processed through their broker. For shareholders who held their Cirrus common shares in registered form, the payment of the purchase price will be processed after they deposit their share certificates with Olympia Trust Company, the depositary for the transaction, in accordance with the instructions in the Letter of Transmittal previously sent. Any questions regarding payment of the purchase price, including any request for another form of Letter of Transmittal, should be directed to the depositary via telephone at +1 403 261 0900 or +1 888 353 3138 or via email at email@example.com.
Cirrus intends to apply to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer in each applicable jurisdiction in Canada.
Further details of the terms of the transaction are set out in Cirrus' management information circular dated March 11, 2011, which was filed and is available on the SEDAR website at www.sedar.com.
Perella Weinberg Partners has acted as sole financial advisor to ONE on this transaction.
FirstEnergy Capital LLP has acted as sole financial advisor to Cirrus for this transaction.
ING, ABN AMRO and BNP Paribas provided financing to ONE for this transaction.
Overview of ONE
Based in Amsterdam, ONE is a privately owned oil & gas company with investments in the Netherlands, UK, and Gabon.
ONE is strategically positioned to grow its existing asset base in the regions where it is presently active. It is managed by a unique team of industry specialists, who have broad international experience in valuing E&P assets and a proven track record of successful E&P investments.
This growth strategy is backed by a strong financial position, dedicated private shareholders with long term growth aspirations, and by a US$ 225 million reserve based loan facility from banking consortium ING / ABN AMRO / BNP Paribas.
This press release may include forward-looking statements including opinions, assumptions, estimates and expectations regarding future events. When used in this document, the words "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "plan", "should" and similar expressions are intended to be among the statements that identify forward-looking statements. Forward-looking statements are subject to a wide range of risks and uncertainties, and although ONE and Cirrus believe that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, the volatility of oil and gas prices, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in oil and gas acquisition and drilling programs, operating risks, production rates, reserve estimates, changes in general economic conditions and other factors. ONE and Cirrus do not undertake to update any forward-looking statements herein, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ONE will be filing an early warning report as contemplated by National Instrument 62-103 of the Canadian Securities Administrators in connection with its indirect acquisition of common shares of Cirrus. Any person who wishes to obtain a copy of such report may contact Frank van Spaendonck, General Counsel of ONE, by telephone at +31 20 56 77 164.
SOURCE Cirrus Energy Corporation
For further information: Enquiries: Maitland +44 20 7379 5151, Neil Bennett, Daniel Yea