Calgary-based Bonnett’s Energy Corp (TSX: BT), a provider of services to downhole clients in the Western Canada Sedimentary Basin, is seeking shareholder approval of a take-private acquisition proposal, announced in September, by an investor group led by U.S. private equity firm Mill City Capital. The investor group includes members of the company’s management team. The transaction, which has been recommended by Bonnett’s board of directors, values the company at approximately $117 million, according to a September release. Shareholders will consider the Mill City proposal at a special meeting to be held on October 31, 2013.
Bonnett’s Energy Corp. announces mailing of meeting materials in connection with the proposed acquisition by Mill City Capital, L.P.
CALGARY, Oct. 7, 2013 /CNW/ – Bonnett’s Energy Corp. (“Bonnett’s”) (TSX – BT) announces that it has mailed to shareholders of record as of the close of business on October 4, 2013, a management information circular (the “Information Circular”) and related materials in connection with the special meeting of the holders of common shares of Bonnett’s to be held on October 31, 2013 (the “Meeting”) to consider and, if deemed advisable, approve the acquisition by BEC Acquisition Ltd. (“BEC Acquisitionco”) of all of the issued and outstanding common shares (the “Common Shares”) of Bonnett’s, as described in a news release of Bonnett’s dated September 24, 2013 (the “Arrangement”).
Under the terms of the Arrangement, each Bonnett’s shareholder (the “Public Shareholders”), other than certain members of Bonnett’s management and certain other shareholders (the “On-Going Shareholders”), will receive CDN$7.08 in exchange for each Common Share, and each On-Going Shareholder will receive either common shares of BEC Acquisitionco or a combination of CDN$7.08 and common shares of BEC Acquisitionco for each Common Share.
The Arrangement is subject to customary regulatory, court and shareholder approvals, including, but not limited to, the approval of at least 66 2/3% of the votes cast in person or by proxy at the Meeting and the approval of a simple majority of votes cast in person or by proxy at the Meeting by Bonnett’s shareholders excluding those votes in respect of Common Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.
If all conditions to the Arrangement are satisfied or waived, it is anticipated that the Arrangement will be completed on or about November 4, 2013.
The Board of Directors of Bonnett’s (the “Bonnett’s Board”) (with an interested director abstaining) has unanimously determined that the Arrangement is fair to the Public Shareholders and that the Arrangement is in the best interests of Bonnett’s and has unanimously approved the Arrangement and resolved to recommend that Bonnett’s shareholders vote in favour of the Arrangement. Sequeira Partners Inc. has provided the Bonnett’s Board with its written opinion that, as of September 22, 2013, and based upon and subject to the various assumptions, explanations, qualifications and limitations set forth in its opinion, as well as other matters it considered relevant, the cash consideration to be received by the Public Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Public Shareholders.
The Bonnett’s Board recommends that Bonnett’s shareholders vote in favour of the Arrangement.
Certain disclosures set forth in this press release constitute forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipated”, “believes”, “continue”, “could”, “estimate”, “forecast”, “intends”, “may”, “plan”, “predicts”, “projects”, “should”, “will” and other similar expressions. More particularly and without limitation, this press release contains forward-looking statements concerning: the timing and anticipated receipt of regulatory, court, shareholder and other approvals for the Arrangement; the ability of Bonnett’s and BEC Acquisitionco to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement.
In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Bonnett’s has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions regarding the ability of the parties to receive, in a timely manner, the necessary regulatory, court, shareholder and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary shareholder, regulatory, court 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 Arrangement. 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 Arrangement include the failure of Bonnett’s or BEC Acquisitionco to obtain necessary shareholder, regulatory, court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to obtain such approvals, or the failure of Bonnett’s or BEC Acquisitionco to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, the failure of Bonnett’s to comply with the terms of the arrangement agreement between Bonnett’s and BEC Acquisitionco dated September 23, 2013 (as amended and restated) may result in Bonnett’s being required to pay a non-completion or other fee to BEC Acquisitionco.
Forward-looking statements relate to future events and/or performance and although considered reasonable by Bonnett’s at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated in the statements made. Bonnett’s does not undertake any obligation to publicly update forward-looking information except as required by applicable securities law.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Bonnett’s’ operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this press release are made as of the date hereof and Bonnett’s 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.
SOURCE Bonnett’s Energy Corp.
For further information:
Additional information can be obtained by contacting Bonnett’s Energy Corp., 65007 43 Hwy., County of Grande Prairie No. 1, Alberta, T8V 5E7. Information is also available on the Corporation’s website at www.bonnettsenergy.com or by contacting Murray Toews, Chief Executive Officer at (780) 513-3400 or David Ross, Chief Financial Officer at (403) 264-3010, Fax: (403) 693-0093, E-mail: email@example.com.
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