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RTE Result Energy

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Share Name Share Symbol Market Type
Result Energy TSXV:RTE TSX Venture Common Stock
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PetroBakken Announces Strategic Acquisition of Result Energy

28/01/2010 12:21pm

Marketwired Canada


PetroBakken Energy Ltd. ("PetroBakken") (TSX:PBN) and Result Energy Inc.
("Result") (TSX VENTURE:RTE) are pleased to announce that the two companies have
entered into an arrangement agreement (the "Agreement"), pursuant to which
PetroBakken will, subject to certain conditions, acquire all of the issued and
outstanding shares of Result for $0.42 per Result share (the "Transaction") by
way of plan of Arrangement (the "Arrangement"). The Transaction is valued at
approximately $480 million, including Result's positive working capital of more
than $60 million. Consideration for the Transaction is comprised of $200 million
cash with the remainder of the consideration to be paid in PetroBakken shares,
at a deemed price of $32.25 per PetroBakken share, being the five day weighted
average trading price of PetroBakken's shares ending January 22, 2010. Based on
the expected fully diluted shares outstanding of Result at the closing of the
Arrangement, each Result shareholder will receive, at their election, (a) $0.42
in cash, or (b) 0.013023 of a PetroBakken share, or (c) a combination thereof
for each Result share held. The final consideration received by each Result
shareholder is subject to proration such that $200 million in cash is paid to
Result shareholders in aggregate. The Arrangement is expected to close on or
about April 1, 2010.


Acquisition Highlights

Result management has pursued a focused, pure play strategy of growing its
exposure to the emerging Cardium light sweet crude oil resource play. After the
closing of the plan of arrangement (the "Nexstar Arrangement") between Result
and Nexstar Energy Inc. ("Nexstar"), Result will have amassed an asset base that
includes:




--  Land position of 150 (over 105 net) sections that are prospective for
    Cardium light oil; 
--  A significant horizontal drilling inventory that currently has in excess
    of 300 identified net potential Cardium locations, which is expected to
    increase as a result of future drilling; 
--  More than $120 million of tax pools; 
--  2009 exit production of more than 750 boepd, and expected production in
    excess of 1,300 boepd at closing; and 
--  Result has more than 2.9 mmboe of proved plus probable reserves (not
    including any Cardium light oil locations identified above). 



Drilling on Result lands has recently commenced with plans to drill 10 (8.0 net)
Cardium horizontal wells in the first quarter of 2010. 


A Nexstar special shareholder meeting is planned for February 16, 2010 to
approve the Nexstar Arrangement, with closing expected to occur on February 17,
2010, subject to customary regulatory and court approvals, approval of Nexstar
shareholders and certain other conditions. The Board of Directors, management
and certain shareholders of Nexstar, representing 30 percent of the fully
diluted Nexstar shares outstanding have entered into lock-up agreements to vote
their securities in favour of the Nexstar Arrangement. As the consideration to
Nexstar shareholders under the Nexstar arrangement consists of Result shares,
current Nexstar shareholders will be eligible to participate in the Arrangement
with PetroBakken. 


The Transaction

The strategic Transaction with Result provides PetroBakken with significant
additional exposure to the exciting Cardium light oil resource play and
complements PetroBakken's strong growth platform centered on high-netback light
oil resource plays. The Cardium play shares many similarities to the Bakken
light oil resource play located in southeast Saskatchewan. PetroBakken has been
a leader in the development of the Bakken play having pioneered the use of many
new technologies focused on maximizing oil recovery while drilling over 500
horizontal, multi stage fractured wells. This vast experience should provide
significant benefits in developing the Cardium lands. After PetroBakken's
acquisition of Result and Berens Energy Ltd. (announced January 4, 2010 and
expected to close February 25, 2010), PetroBakken will have access to over 225
gross (150 net) sections of land that are prospective for the Cardium light oil
resource play, and over 400 net potential Cardium locations with the expectation
that this drilling inventory will increase with further evaluation work of the
lands. 


Gregg Smith, President and Chief Operating Officer of PetroBakken, commented,
"This strategic acquisition is a key piece in developing our expanding Cardium
light oil platform. The Cardium play is a natural fit with our current asset
base and we believe that our technical expertise in the Bakken will provide a
strong advantage in this resource play through cost reduction, technology
transfer, and reservoir exploitation."


Brett Herman, President and Chief Executive Officer of Result, added, "Result
has assembled a premier position in the Cardium light oil resource play through
an aggressive strategy of land sale purchases, acquisitions, and farm-in
opportunities. The Cardium play holds tremendous potential and we believe
PetroBakken provides our shareholders with an excellent vehicle for its
development as PetroBakken will use its access to capital, economies of scale
and technical experience to accelerate the development of this significant
resource play."


The Arrangement is subject to Result shareholder approval and customary
regulatory, stock exchange, court, and other approvals. The information circular
with respect to the Arrangement is expected to be mailed to all Result
shareholders on or before March 1, 2010 and the special meeting of Result
shareholders is anticipated to be held on or about March 31, 2010, with closing
of the Transaction to occur on or about April 1, 2010. 


The Board of Directors of Result has concluded that the Transaction is in the
best interests of Result shareholders and unanimously recommends that Result
shareholders vote their shares in favour of the Transaction. All of the
directors and officers of Result, collectively representing in aggregate
approximately 30 percent of the shares of Result on a fully diluted basis, have
entered into lock-up agreements with PetroBakken to vote their Result shares in
favour of the Arrangement. 


Result currently has approximately 515 million special warrants (the "Special
Warrants") outstanding from the financing completed on December 29, 2009 which
are subject to a four month hold period under applicable Canadian securities
laws. The Special Warrants will be exercisable for no additional consideration
and all unexercised Special Warrants will be deemed to be exercised on the fifth
business day following the issuance of a receipt by the securities regulatory
authorities in all of the applicable provinces for a final prospectus qualifying
the Result shares to be issued upon the exercise of the Special Warrants. Result
plans to obtain such a receipt for a final prospectus on or before February 10,
2010. It is expected that Result Special Warrant holders will be eligible to
participate in the Arrangement as they will be holders of free trading stock
upon the issue of the prospectus receipt.


Macquarie Capital Markets Canada Ltd. acted as financial advisor to Result and
has provided Result's Board of Directors with its opinion that, subject to its
review of the final form of the documents effecting the Transaction, the
consideration payable to Result under the Arrangement Agreement is fair, from a
financial point of view, to Result Shareholders. A copy of the fairness opinion
will be included in the information circular to be sent to shareholders for the
special meeting to be called to approve the plan of arrangement.


The Agreement prohibits Result from soliciting or initiating any discussion
regarding any other transaction or sale of assets, contains provisions enabling
PetroBakken to match competing proposals and, in certain circumstances, provides
for a termination fee in the amount of $10 million payable by Result to
PetroBakken if the Arrangement is not completed.


Cardium Resource Play Overview

The Cardium at Pembina is an extensive reservoir considered to be the largest
onshore light oil pool in North America. The Cardium formation has been
producing oil and gas for over 50 years. It is typically a sandstone deposit
encased in thick shale and is found across much of the Western Canadian
Sedimentary Basin. Reservoir quality varies considerably across the basin as
does the thickness and extent of the pay column. Historically the economic
limits of drilling activity had been governed by the ability to produce from
vertical wellbores. In recent years, the application of horizontal drilling and
completion technology has enabled the limits of the play to be extended into
what is now considered the Cardium Resource Play. 


PetroBakken believes that the Cardium is ideally suited for the application of
its industry-leading experience in drilling long horizontal wells with
multi-stage fracture stimulation completions, gained primarily through drilling
and completing more than 500 wells in the Bakken and continuously evolving the
efficiency of this technology.


PetroBakken Energy Ltd. is a premier light oil production company combining,
high growth, long-life Bakken reserves and production with legacy conventional
light oil assets, delivering industry leading operating netbacks, strong cash
flows and production growth. PetroBakken has a multi-year inventory of Bakken
and light oil development locations, along with significant future development
opportunities in the Horn River and Montney gas resource plays in northeast BC
and the Cardium in Alberta. Our strategy is to deliver accretive production and
reserves growth, along with an attractive dividend yield.


Forward-Looking Statements. Certain information provided in this press release
constitutes forward-looking statements. The words "anticipate", "expect",
"project", "estimate", "forecast" and similar expressions are intended to
identify such forward-looking statements. Specifically, this press release
contains forward-looking statements relating to the Arrangement, potential
reserves, production, and drilling locations. The reader is cautioned that
assumptions used in the preparation of such information, although considered
reasonable at the time of preparation, may prove to be incorrect. Actual results
achieved during the forecast period will vary from the information provided
herein as a result of numerous known and unknown risks and uncertainties and
other factors. You can find a discussion of those risks and uncertainties in our
Canadian securities filings. Such factors include, but are not limited to: the
failure to obtain necessary Result shareholder approval with respect to the
Arrangement, the failure to obtain necessary regulatory approvals or satisfy the
conditions to closing the Arrangement, general economic, market and business
conditions; fluctuations in oil prices; the results of exploration and
development drilling; recompletions and related activities; timing and rig
availability, the uncertainty of reserve estimates; changes in environmental and
other regulations; risks associated with oil and gas operations; and other
factors, many of which are beyond the control of the Company. There is no
representation by PetroBakken that actual results achieved during the forecast
period will be the same in whole or in part as those forecast. Except as may be
required by applicable securities laws, PetroBakken assumes no obligation to
publicly update or revise any forward-looking statements made herein or
otherwise, whether as a result of new information, future events or otherwise. 


BOE. disclosure provided herein in respect of boes may be misleading,
particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl is
based on an energy equivalency conversion method primarily applicable at the
burner tip and does not represent an economic value at the wellhead.


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