Proxy advisory firms Glass, Lewis & Co LLC and Institutional Shareholder Services Inc (ISS) have recommended that shareholders of Boulder Energy Ltd (TSX: BXO) vote in favour of the company’s acquisition by Canadian private equity firm ARC Financial Corp. The deal, announced last month, is intended to take Boulder private at a value of $268 million, including debt. Shareholders will vote on April 12th. Based in Calgary, Boulder is a junior oil and natural gas company focused on production in the Alberta Deep Basin.
Leading Independent Advisory Firms Glass Lewis and ISS Recommend Shareholders of Boulder Energy Ltd. Vote for the Proposed Plan of Arrangement
CALGARY, ALBERTA–(Marketwired – March 31, 2016) – BOULDER ENERGY LTD. (“Boulder” or the “Company”) (TSX:BXO)(OTCQX:BLLDF) is pleased to announce that both Glass, Lewis & Co., LLC (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”), two leading independent proxy advisory firms, have recommended that shareholders of Boulder vote in favour of the previously announced plan of arrangement (the “Arrangement”) involving Boulder and a newly formed portfolio company (“ARC AcquisitionCo”) of ARC Energy Fund 8 (a private equity fund raised and advised by ARC Financial Corp. (“ARC”)), at the special meeting of shareholders to be held on April 12, 2016 (the “Meeting”).
Under the Arrangement, holders of common shares of Boulder will receive cash consideration of $2.59 per share, representing a premium of 70% to the closing price of the common shares on the Toronto Stock Exchange (“TSX”) on February 24, 2016, the last trading day prior to the announcement of the Arrangement and a premium of 96% to the volume-weighted average trading price on the TSX over the 30 days prior to announcement.
Glass Lewis has recommended that Boulder shareholders vote FOR the Arrangement, which allows shareholders to cash out their investment and immediately realize an assured value at a substantial premium.
ISS has recommended that Boulder shareholders vote FOR the Arrangement for a number of reasons, including the significant premium to the unaffected market price, the certainty of value and immediate liquidity of the proposed cash consideration, the positive market reaction and the risks associated with the stand-alone scenario in the current volatile environment.
Boulder shareholders are encouraged to read the Company’s management proxy circular with respect to the Arrangement (the “Circular”) which is available on SEDAR (www.sedar.com) or Boulder’s website (www.boulderenergy.ca). The Circular contains a detailed description of the Arrangement. Boulder’s Board unanimously recommends that all Boulder shareholders vote FOR the Arrangement to be considered at the Meeting.
Boulder shareholders are reminded to vote before the proxy cut-off time at 9:00 a.m. (Calgary Time) on Friday, April 8, 2016.
Meeting of Boulder Shareholders
Shareholders are encouraged to review the notice of meeting of shareholders (the “Notice of Meeting”) and the Circular of Boulder dated March 15, 2016 which provides details of the Meeting to be held at the Calgary Petroleum Club, 319 – 5th Avenue S.W., Calgary, Alberta on April 12, 2016 at 9:00 a.m. (Calgary time).
Kingsdale Shareholder Services has been retained to act as proxy solicitation agent and to respond to inquiries from shareholders. Shareholders with questions pertaining to the Arrangement can contact Kingsdale Shareholder Services either (i) by email at firstname.lastname@example.org, (ii) by toll-free telephone in North America at 1-877-657-5859 or collect call outside North America at 416-867-2272 or (iii) by mail at Kingsdale Shareholder Services, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario, M5X 1E2.
Boulder Energy Ltd.
Chief Executive Officer
Boulder Energy Ltd.
Photo courtesy of Reuters/Lucy Nicholson