/THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS/
CALGARY, Jan. 20, 2014 /CNW/ - (TSX Venture: WX) — Wrangler West Energy Corp. ("Wrangler" or the "Company") is pleased to announce that it has entered into an agreement (the "Amalgamation Agreement") with Trident Exploration Corp. ("Trident") and 981443 Alberta Ltd. ("981443"), a wholly owned subsidiary of Trident, pursuant to which Trident will acquire Wrangler through the amalgamation of 981443 with Wrangler under the Business Corporations Act (Alberta) (the "Amalgamation"), and Wrangler shareholders will receive cash consideration of $0.2552 per common share in the capital of Wrangler (the "Shares"). The purchase price values Wrangler at approximately $7.5 million, including the assumption of Wrangler's estimated net debt. The Amalgamation represents an approximate 27.6% premium to the closing price of the Shares on the TSX Venture Exchange on December 31, 2013. The Shares have not traded since December 31, 2013.
It is a condition of the Amalgamation that all outstanding stock options of Wrangler will have been terminated prior to the completion of the Amalgamation. In connection with the Amalgamation, the Shares are expected to be delisted from the TSX Venture Exchange.
The Board of Directors has unanimously approved the Amalgamation and has determined that it is in the best interests of Wrangler. The Board of Directors unanimously recommends that Wrangler shareholders vote their Shares in favour of the Amalgamation. The directors and officers of Wrangler, representing approximately 60.57% of the outstanding Shares, have entered into lock-up agreements pursuant to which they have agreed to vote their Shares in favour of the Amalgamation. An Information Circular regarding the Amalgamation is expected to be mailed to security holders on or about February 4, 2014 for a special meeting of the shareholders of Wrangler, expected to take place on or about March 4, 2014, with closing of the Amalgamation anticipated to occur shortly thereafter.
Sayer Energy Advisors is acting as exclusive financial advisor to Wrangler with respect to the Amalgamation, and has provided the Board of Directors of Wrangler with an opinion that the consideration to be received under the Amalgamation is fair, from a financial point of view, to the holders of Wrangler Shares.
The Amalgamation is subject to receipt of customary regulatory approvals, including the approval of the TSX Venture Exchange and the approval of 66 2/3% of Wrangler shareholders at a special meeting of Wrangler shareholders and, if required, the approval of a "majority of the minority" of the Company's shareholders, being a majority of the votes cast by shareholders excluding shareholders whose votes may not be included pursuant to Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions. Closing of the Amalgamation is also subject to the satisfaction of a number of conditions precedent customary for transactions of this nature.
The Amalgamation Agreement includes customary non-solicitation covenants (subject to the fiduciary obligations of the board of directors of Wrangler and the right of Trident to match any Superior Proposal (as defined in the Amalgamation Agreement) within five days). In the event the Amalgamation does not proceed, under certain circumstances attributable to Wrangler, Wrangler has agreed to pay a non-completion fee of $400,000 to Trident. In the event the Amalgamation does not proceed, under certain circumstances attributable to Trident, Trident has agreed to pay a non-completion fee of $400,000 to Wrangler. The Information Circular and Amalgamation Agreement will be filed by Wrangler on SEDAR.
Wrangler is a Canadian junior crude oil and natural gas producer which explores for and develops natural gas and crude oil production assets in the Province of Alberta. Since inception, the Company's mandate has been to use the drill bit to add shareholder value. Disciplined management of operations and the production portfolio creates funds flow for ongoing operations.
Forward-Looking Statements: This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the timing and anticipated receipt of required regulatory and shareholder approvals for the Amalgamation; the ability of Wrangler and Trident to satisfy the other conditions to, and to complete, the Amalgamation; and the anticipated timing of the mailing of the information circular and holding of the special meeting regarding, and the closing of, the Amalgamation.
In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Amalgamation and the anticipated timing for completion of the Amalgamation, Wrangler has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail Wrangler shareholder meeting materials, including the required information circular; the ability of the parties to receive, in a timely manner, the necessary regulatory and shareholder approvals, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Amalgamation. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary shareholder, regulatory or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Amalgamation. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.
Risks and uncertainties inherent in the nature of the Amalgamation include the failure of Wrangler or Trident to obtain necessary shareholder or regulatory approvals, or to otherwise satisfy the conditions to the Amalgamation, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Wrangler or Trident to otherwise satisfy the conditions to the Amalgamation, may result in the Amalgamation not being completed on the proposed terms, or at all. In addition, the failure of Wrangler to comply with the terms of the Amalgamation Agreement may result in Wrangler being required to pay a non-completion fee to Trident, the result of which could have a material adverse effect on Wrangler's financial position and results of operations and its ability to fund growth prospects and current operations.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Wrangler are included in reports on file with applicable securities regulatory authorities and which may be accessed on Wrangler's SEDAR profile at www.sedar.com. The forward-looking statements and information contained in this press release are made as of the date hereof and Wrangler undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Wrangler West Energy Corp.
For further information:
Wrangler West Energy Corp.
Steven F. Johnson
President & Chief Executive Officer
Phone: (403) 290-6800
Fax: (403) 269-9295
Email: [email protected]