Calgary-based junior oil and gas producer Boulder Energy Ltd (TSX: BXO) has completed its going private transaction with Canadian energy private equity firm ARC Financial Corp. The previously announced deal, valued at about $268 million, including debt, was approved by Boulder Energy’s shareholders earlier this week. ARC is investing in the company via ARC Energy Fund 8, which raised $1.5 billion in June 2015.
Boulder Energy Ltd. Announces Closing of Going Private Transaction
CALGARY, ALBERTA–(Marketwired – April 13, 2016) – BOULDER ENERGY LTD. (“Boulder” or the “Company”) (TSX:BXO)(OTCQX:BLLDF) announced today the completion of a going private transaction by way of a statutory plan of arrangement (the “Arrangement”) involving Boulder and 1951556 Alberta Ltd. (the “Purchaser”) a portfolio company of ARC Energy Fund 8 (a private equity fund raised and advised by ARC Financial Corp.). Pursuant to the Arrangement, shareholders of Boulder received $2.59 in cash for each Boulder common share held (other than certain Boulder common shares held by certain officers of the Company which were exchanged for 2.59 common shares of the Purchaser per share).
Immediately after giving effect to the acquisition of the Boulder common shares under the Arrangement, the Purchaser owned and controlled 46,468,092 Boulder common shares, being 100% of the issued and outstanding Boulder common shares. As part of the Arrangement, Boulder and the Purchaser were amalgamated and continued as one corporation under the name “Boulder Energy Ltd.”
It is expected that Boulder’s common shares will cease trading and will be delisted from the TSX and the OTCQX in approximately two to four business days in accordance with the rules of the TSX and OTCQX. Concurrent with the delisting of its common shares, Boulder will apply to all applicable Canadian securities regulatory authorities in order to cease to be a reporting issuer.
Registered shareholders of Boulder who have not already done so should submit a completed letter of transmittal to CST Trust Company, the depositary appointed by the Purchaser in relation to the Arrangement. Shareholders that hold share certificates must include their certificates with their letter of transmittal. Letter of transmittal were previously sent to shareholders of Boulder and additional copies may be obtained by contacting CST Trust Company by telephone at 1-800-387-0825 or by email at firstname.lastname@example.org.
Cormark Securities Inc. acted as exclusive financial advisor to the Special Committee of Boulder’s Board of Directors and DLA Piper (Canada) LLP acted as legal counsel to Boulder in respect of the Arrangement. National Bank Financial and Emerging Equities Inc. acted as strategic advisors to Boulder. Stikeman Elliott LLP acted as legal counsel to ARC and the Purchaser.
Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws. The use of any of the words “expect”, “potential”, “target”, “anticipate”, “continue”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information concerning the timing of de-listing from the TSX, and the OTCQX, and the application to cease to be a reporting issuer.
In respect of the forward-looking statements and information concerning the anticipated timing for delisting from the TSX and OTCQX Boulder has provided such statements in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of Boulder to receive, in a timely manner, the regulatory approvals. This may change for a number of reasons, including inability to secure approvals in the time assumed. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.
The forward-looking statements and information contained in this news release are made as of the date hereof and Boulder undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.
For a copy of the securities acquisition report, please contact Brian Boulanger, Senior Vice-President, ARC Equity Management (Fund 8) Ltd. at 4300, 400 – 3rd Avenue S.W., Calgary, Alberta or by telephone at (403) 292-0680.
Boulder Energy Ltd.
Chief Executive Officer
Boulder Energy Ltd.
Photo courtesy of Reuters