RSX Energy Inc. enters into pre-acquisition agreement with Talisman Energy Inc.


    CALGARY, Jan. 18 /CNW/ - RSX Energy Inc. (TSXV: RSX) announces that it
has entered into a pre-acquisition agreement with Talisman Energy Inc.
pursuant to which Talisman has agreed to offer $1.70 in cash for each common
share of RSX. The purchase price under the Talisman offer represents a 12%
premium over the 20-day weighted average trading price of $1.52. The
transaction is valued at approximately $106 million, including the assumption
of debt.
    Following a thorough review by the board of directors of RSX,
consultation with its financial and legal advisors, the board of directors of
RSX has unanimously determined that the offer by Talisman is fair to the
shareholders of RSX and is in the best interests of RSX and its shareholders,
and unanimously recommends that shareholders of RSX accept the Offer.
    Raymond James Ltd. acted as financial advisor to RSX. The board of
directors of RSX has received a verbal opinion, subject to review of final
documentation, from Raymond James Ltd. that the consideration to be received
under the Talisman offer is fair from a financial point of view to the
shareholders of RSX.
    A take-over bid circular, containing the terms and timing of the offer,
is anticipated to be mailed to shareholders in the next 10 days, together with
a directors' circular. Once mailed, the take-over bid circular and the
directors' circular will be available on the Canadian Securities
Administrators' System for Electronic Document Analysis and Retrieval website
    RSX has agreed to pay a non-completion fee of $3.2 million to Talisman
under certain circumstances. The pre-acquisition agreement also contains
customary non-solicitation covenants and RSX has reserved the right to respond
to superior proposals, which Talisman has the right to match. In connection
with the offer, directors, officers and shareholders of RSX holding
approximately 32% of the outstanding shares of RSX, on a fully-diluted basis,
have entered into lock-up agreements with Talisman pursuant to which they have
agreed to tender their RSX shares to the offer.
    The offer will be subject to customary conditions, including receipt of
all necessary regulatory approvals and at least two-thirds of the outstanding
shares of RSX having been validly deposited under the offer and not withdrawn.

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.

For further information:

For further information: RSX Energy Inc., Lee Baker, President, Phone:
(403) 266-0600, Fax: (403) 266-0604, E-mail:

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