TORONTO, Jan. 7 /CNW/ - Ontario Teachers' Pension Plan Board (Teachers')
today announced it has agreed to subscribe for six million units (the "Units")
of NuVista Energy Ltd. ("NuVista" or the "Company") at a price of $14.00 per
unit to be offered by way of a private placement (the "Investment").
Each Unit is to comprise one common share in the capital of NuVista
("Common Share") and one-half of one common share purchase warrant ("Warrant")
of NuVista. Each full Warrant would entitle Teachers' to purchase, within
365 days from the closing of the investment, one common share of NuVista for
an exercise price of $15.50, subject to the usual adjustment provisions.
Teachers' investment is to be made in connection with, and conditional
upon, the strategic merger of NuVista and Rider Resources Ltd. This merger
transaction will see Rider shareholders receiving 0.3540 of a NuVista common
share for each Rider common share. Teachers' obligation to complete the
NuVista investment is conditional upon, among other things, the merger being
approved by a majority of the NuVista shareholders, who vote at a
shareholders' meeting, the successful completion of the merger, and the
receipt of all necessary regulatory, stock exchange and third-party approvals.
The merger transaction is expected to close in March 2008.
Teachers' currently owns 5,157,246 common shares of NuVista, or
approximately 9.8% of the outstanding Common Shares. When the additional six
million unit investment and the merger are completed, Teachers' will own
11,157,246 Common Shares, or 14,157,246 Common Shares assuming the Warrants
are exercised, representing approximately 14.2% and 17.4%, respectively, of
the outstanding Commons Shares based on the current estimate of shares to be
issued pursuant to the completion of the merger transaction. (Immediately
following the Investment, Teachers' is deemed under the early warning
provisions of the applicable provincial securities legislation to beneficially
own and control 14,157,246 Common Shares, representing approximately 22.9% of
the outstanding Common Shares calculated on a partially-diluted basis
(allowing for conversion of the Warrants but not of any other outstanding
convertible securities of the Company or any Common Shares to be issued
pursuant to the completion of the merger transaction between NuVista and Rider
Resources which is a condition of Teachers' obligation to complete the
Teachers' has subscribed for the Units for investment purposes only. In
fulfilling its responsibilities as an owner of securities, Teachers' may make
its views known to the Company's management or board of directors when proxies
are solicited and on other occasions. Depending on market conditions and other
factors that Teachers' may deem material to its investment decisions,
Teachers' may in the future acquire Common Shares, Warrants, options or other
debt or derivative securities, in the open market or in privately negotiated
purchases or otherwise, and may also, depending on then-current circumstances,
dispose of all or a portion of the Common Shares, Warrants, options or other
debt or derivative securities, in one or more transactions, in each case to
the extent then permitted by applicable law and regulation.
With over $106 billion in net assets as of December 31, 2006, Ontario
Teachers' Pension Plan is the largest single-profession pension plan in
Canada. An independent organization, it invests the pension fund's assets and
administers the pensions of 271,000 active and retired Ontario teachers.
This news release is being issued under the early warning provisions of
Canadian provincial securities legislation.
For further information:
For further information: a copy of the Early Warning Report that will be
filed with the applicable securities commissions can be obtained by
contacting: Deborah Allan, Director, Communications, Ontario Teachers' Pension
Plan, (416) 730-5347, firstname.lastname@example.org