Aspenleaf Energy Ltd, a portfolio company of Canadian private equity firm ARC Financial Corp and Ontario Teachers’ Pension Plan (OTTP), has agreed to buy Coral Hill Energy Ltd. Shareholders of Coral Hill will have the option to receive $2.80 in cash per share or 2.8 class A common shares in the capital of Aspenleaf, subject to a total share maximum. The deal has been approved by the boards of directors of both companies and is expected to close by early 2015. Based in Calgary, Coral Hill is focused on exploring, developing and producing crude oil and natural gas in Alberta. In July, Aspenleaf launched an unsuccessful bid to acquire Arcan Resources Ltd.
Coral Hill Energy to Be Acquired by Aspenleaf Energy
CALGARY, ALBERTA–(Marketwired – Dec. 8, 2014) – Coral Hill Energy Ltd. (“Coral Hill”) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement”) with Aspenleaf Energy Limited (“Aspenleaf”) pursuant to which Aspenleaf will acquire all of the issued and outstanding common shares (“Common Shares”) of Coral Hill by way of a plan of arrangement (the “Arrangement”) on the basis of, at the election of each shareholder: (i) $2.80 cash per share; and/or (ii) 2.8 class A common shares in the capital of Aspenleaf (each share, an “Aspenleaf Share”) for each Common Share, subject to a maximum of approximately 115.8 million Aspenleaf Shares.
The terms of the Arrangement Agreement have been unanimously approved by both the boards of directors of Coral Hill and Aspenleaf. The directors and officers of Coral Hill and a major institutional shareholder of Coral Hill have entered into lock-up agreements with Aspenleaf to vote the Coral Hill Shares held, directed or controlled by such persons (approximately 40% of the outstanding Coral Hill Shares), in favor of the Arrangement. Additionally, all directors, officers and a certain major shareholder of Coral Hill have agreed to elect to receive, subject to the maximum number of Aspenleaf Shares issuable pursuant to the Arrangement, an aggregate of approximately 57.9 million Aspenleaf Shares in connection with the Arrangement. The board of directors of Coral Hill has unanimously determined that the Arrangement is in the best interests of Coral Hill and has determined to recommend that the Coral Hill shareholders vote in favor of the Arrangement.
FirstEnergy Capital Corp. is acting as financial advisor to Coral Hill and has provided a verbal opinion that the consideration to be received by the Coral Hill shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Coral Hill shareholders. TD Securities Inc. is acting as financial advisor to Aspenleaf.
The Arrangement will be subject to the approval of not less than 66 2/3% of the votes cast by Coral Hill shareholders at a special meeting of shareholders expected to be held in January 2015. Closing is subject to certain other conditions, including court and other regulatory approvals. Closing of the Arrangement is expected to occur in late January 2015 or early February 2015. An information circular with further details in respect of Coral Hill, Aspenleaf and the Arrangement is expected to be mailed to shareholders in late December 2014.
Aspenleaf is a private oil and gas company that is focused on the acquisition and exploitation of light oil and liquids-rich gas assets in Western Canada. Aspenleaf is run by a highly experienced team, with combined industry experience of well over 100 years and headed by President & CEO, Bryan Gould. Aspenleaf is backed by ARC Financial Corp, a Canadian energy-focused private equity manager, and Ontario Teachers’ Pension Plan, Canada’s largest single-profession pension plan, with more than $140 billion in net assets.
Coral Hill is a private Alberta based corporation actively engaged in the exploration, development and production of crude oil and natural gas in Alberta.
Certain statements regarding Coral Hill including details of the proposed Arrangement, the timing of mailing an information circular, holding shareholders meeting and closing the transaction may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Coral Hill’s control. These risks may cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Such factors include, but are not limited to: the impact of general economic conditions in Canada and the United States; industry conditions including changes in laws and regulations; obtaining required approvals of the shareholders of Coral Hill, mailing an information circular, holding a shareholder meeting and closing the transaction on the time frames contemplated herein, and obtaining required approvals of regulatory authorities.
The forward-looking statements and information are based on certain key expectations and assumptions made by Coral Hill, including the timing of receipt of shareholders and regulatory approval. Accordingly, Coral Hill gives no assurance nor makes any representations or warranty that the expectations conveyed by the forward-looking statements will prove to be correct and actual results may differ materially from those anticipated in the forward looking statements.
Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide shareholders with a more complete perspective on Coral Hill’s current and future operations and such information may not be appropriate for other purposes. Coral Hill undertakes no obligation to publicly update or revise any forward-looking statements, unless required by applicable securities laws.
Coral Hill Energy Ltd.
Donald J. Rae
President and CEO
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