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EWD Eaglewood Energy Inc.

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Share Name Share Symbol Market Type
Eaglewood Energy Inc. TSXV:EWD TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

RETRANSMISSION: Eaglewood Energy Announces Acquisition by Transform Exploration Pty Ltd. for $0.38 per Share

20/05/2014 1:00pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Eaglewood Energy Inc. ("Eaglewood" or the "Company") (TSX VENTURE:EWD) is
pleased to announce it has entered into an arrangement agreement (the
"Arrangement Agreement") with Transform Exploration Pty Ltd. ("Transform"), an
oil and gas company focused on the Australasian and South-East Asian regions,
for the purchase of all of the issued and outstanding shares of Eaglewood by a
wholly-owned subsidiary of Transform, pursuant to a plan of arrangement
conducted pursuant to the Business Corporations Act (Alberta) (the
"Arrangement"). Under the terms of the Arrangement Agreement, Eaglewood
shareholders will receive CDN$0.38 in cash for each Eaglewood common share (each
an "Eaglewood Share"), representing a premium of approximately 20% over the
volume weighted average trading price of CDN$0.315 per Eaglewood Share on the
TSX Venture Exchange ("TSXV") for the 30-trading days ending May 16, 2014. It is
anticipated that the Arrangement will close on or before July 8, 2014.


In addition, Transform has entered into lock-up agreements with all of the
directors and officers of Eaglewood, holding in aggregate over 15% of the
Eaglewood Shares, pursuant to which these individuals have agreed, subject to
certain conditions, to exercise the voting rights attached to their Eaglewood
Shares in favour of the Arrangement.


The Arrangement Agreement provides for non-solicitation covenants of Eaglewood,
subject to the fiduciary obligations of the board of directors of Eaglewood (the
"Board"), and the right of Transform to match any Superior Proposal (as defined
in the Arrangement Agreement) within three business days. The Arrangement
Agreement also provides for industry standard mutual non-completion fees in the
event that the Arrangement is not completed or is terminated by either party in
certain circumstances.


CEO Brad Hurtubise commented "We are pleased to have been able to sign this
agreement to sell the Company to Transform at a meaningful premium to our recent
trading price. We have conducted a broad and lengthy test of potential corporate
acquirors. Company management and Directors believe the Transform offer is an
attractive monetization event for all shareholders.and are satisfied that we
have taken our current opportunity set as far as we can given our size and the
capital constraints facing most junior international exploration companies."


FirstEnergy Capital Corp. ("FirstEnergy") has acted as a financial advisor to
Eaglewood and has provided the Board with a fairness opinion that the
consideration offered in the Arrangement is fair, from a financial point of
view, to Eaglewood shareholders. The Board, based in part on a verbal fairness
opinion from FirstEnergy, has unanimously determined that the completion of the
Arrangement is in the best interests of Eaglewood shareholders. The Board has
unanimously resolved to recommend that Eaglewood's shareholders vote in favour
of the Arrangement.


A summary of the opinion given by FirstEnergy, the factors that were considered
by the Board in approving the Arrangement, and other material background
information relating to the Arrangement, will be included in the management
information circular to be mailed to Eaglewood's shareholders in connection with
an annual and special meeting of Eaglewood, which is expected to be held on or
about July 8, 2014 (the "Meeting").


Completion of the Arrangement is subject to, among other things, i) the
affirmative vote at the Meeting of at least two-thirds (66 2/3%) of the votes
cast by all Eaglewood shareholders, ii) approval of the Court of Queen's Bench
of Alberta, and iii) receipt of all required regulatory approvals, including
acceptance of the transaction by the TSXV and certain commercial conditions in
the deal.


A copy of the Arrangement Agreement will be filed with Canadian securities
regulatory authorities and will be available under Eaglewood's profile on the
SEDAR website, at www.sedar.com. It is currently expected that the management
information circular to be prepared in connection with the Meeting will be
mailed to Eaglewood's shareholders on or about June 16, 2014, and those
materials will also be available at www.sedar.com.


Transform is an independent oil and gas exploration business focused on the
Australasian and South-East Asian regions. The company is led by Agu Kantsler,
CEO and former EVP Exploration and New Ventures for Woodside Petroleum, John
Akehurst, Chairman and former CEO of Woodside Petroleum and Andrew Burt,
Executive Director and former SVP at Oaktree Capital. They lead a highly
accomplished technical team that includes Joe McNutt, Chief Geophysicist; John
Lamberto, Exploration Manager; Stuart King, Exploration Manager; and Ian
Longley, Geological Advisor.  


The Transform team has an exceptional track record of making discoveries and
subsequently maturing acreage from the exploration stage through to appraisal
and development. Its long history in the upstream industry also provides the
company with invaluable connections that it is capable of drawing on to
ultimately drive options for the monetization of its resource base. 


Transform was founded in 2012 and is headquartered in Perth, Australia. It is
supported by the financial backing of Lime Rock Partners, a global
energy-focused private equity firm. For more information please visit
www.transformex.com.au. 


READER ADVISORIES

Forward-Looking Information - 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 information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning the anticipated mailing date of the management
information circular, the anticipated closing date of the Arrangement and the
anticipated benefits of the Arrangement for Eaglewood shareholders. The
forward-looking statements and information are based on certain key expectations
and assumptions made by Eaglewood, including, but not limited to, the timing of
receipt of all regulatory, including those of the TSXV and the Alberta Court of
Queen's Bench, and shareholder approvals. Although Eaglewood believes that the
expectations and assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be placed on the
forward-looking statements and information because Eaglewood can give no
assurance that they will prove to be correct. Since forward-looking statements
and information address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and risks.
Accordingly, readers should not place undue reliance on the forward-looking
statements and information contained in this press release concerning these
times. The forward-looking statements and information contained in this press
release are made as of the date hereof and Eaglewood 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 RELEASE.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Brad Hurtubise, CEO
(403) 264-6944
bhurtubise@eaglewoodenergy.ca


Ross Jones, Interim CFO
(403) 264-6944
rjones@eaglewoodenergy.ca

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