CALGARY, Nov. 13, 2015 /CNW/ - 1927297 Alberta Ltd. (the "Offeror") responded today to the adoption of a shareholder rights plan (the "SRP") by the board of directors (the "Board") of Ironhorse Oil & Gas Inc. (TSXV:IOG) ("Ironhorse") in response to the Offeror's previously announced offer (the "Offer") to purchase all of the outstanding common shares (the "Shares") of Ironhorse for Cdn$0.17 in cash per Share, subject to certain terms and conditions.
On November 9, 2015, in a direct response to the Offer, the Board of Ironhorse adopted the SRP. The SRP precludes shareholders of Ironhorse from tendering their Shares under the Offer unless it is open for a minimum of 120 days. The Board claims that among other things the SRP will "…ensure that the Board has adequate time to consider its current business plan and to explore, identify, develop and negotiate strategic alternatives to enhance Shareholder value…"
On April 16, 2015 – over 200 days ago – the Board announced that a special committee of directors had been formed and would engage a financial advisor to review options to maximize Shareholder value. The Board has had ample time to pursue strategic alternatives, but has failed to date to present Shareholders with any options to maximize value, including strategic alternatives such as a merger or sale of the corporation. The Offeror believes it is highly unlikely that a further delay of 120 days, amid a backdrop of continued industry turmoil, will allow the Board to develop a superior risk-adjusted alternative to Shareholders.
The Offeror believes that the adoption of the SRP is nothing more than a stall tactic by the Board. The Offeror believes that the Board is simply engaged in an entrenchment exercise, designed not to protect the interests of shareholders but rather to protect management from a change in control that would reduce or eliminate the annual cash compensation paid to management.
The Offeror calls on fellow shareholders of Ironhorse to contact the Board and urge them to discontinue the SRP and allow Shareholders an opportunity to accept the Offer. If the SRP remains in place, the Offer may be terminated, and the Offeror believes that shareholders will consider the Board responsible for the lost opportunity for liquidity and the ongoing destruction of value. The Offeror encourages the shareholders to deposit shares as soon as possible to provide an indication of their desire to accept the bid.
The $0.17 cash Offer price represents an approximate 45% premium to the volume-weighted average trading price of the Shares on the TSX Venture Exchange (the "TSXV") for the 90-day period ended November 2, 2015 and an approximate 55% premium to closing price of the Shares on the TSXV on November 2, 2015.
This News Release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Information Cautionary Statement
This News Release contains certain forward-looking information (referred to herein as "forward-looking statements"). Forward-looking statements, including those respecting the Offer, various terms of the Offer and the continuation or termination thereof, are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "except", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue" or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the Offeror's expectations include, among other things, general business and economic conditions, actions of the Board, as well as specific risks relating to Ironhorse, such as risks relating to the oil and gas industry, and general economic conditions and other risks identified in Ironhorse's public filings. Such forward-looking statements should, therefore, be construed in light of such factors and the Offeror is under no obligation, and expressly 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 law.
THE TAKEOVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY IRONHORSE SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. IRONHORSE SHAREHOLDERS (AND OTHERS) ARE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKEOVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR ISSUE, OR ANY OTHER SOLICITATION OF ANY OFFER TO SELL, OTHERWISE DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR SUBSCRIBE FOR ANY SECURITY. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, THE OFFEROR MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.
SOURCE 1927297 Alberta Ltd.
For further information: Shareholders Please Contact: Bayfield Strategy, Inc., 1-844-226-3222 (toll free in North America), 416-855-0238 (collect outside North America), [email protected]