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SFE.A Stonefire Energy Com Npv Class a

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Share Name Share Symbol Market Type
Stonefire Energy Com Npv Class a TSXV:SFE.A TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Stonefire Enters Into Definitive Agreement With Angle Energy Inc.

20/11/2009 12:30pm

Marketwired Canada


Stonefire Energy Corp. ("Stonefire" or the "Company") (TSX VENTURE:SFE.A)(TSX
VENTURE:SFE.B) is pleased to announce today that it has entered into a
definitive agreement (the "Agreement") with Angle Energy Inc. ("Angle")
(TSX:NGL) pursuant to which Angle will, subject to certain conditions, offer to
acquire all of the issued and outstanding shares, on a fully diluted basis, of
Stonefire by way of a take-over bid (the "Offer"). Under the Offer, Class A
shareholders will receive $2.00 per share in cash and Class B shareholders will
receive $10.00 per share in cash which values the proposed transaction at
approximately $75.0 million including the assumption of approximately $25.3
million in net debt and transaction costs. The offer represents a 25.6 percent
and a 43.7 percent premium to the previous 10 day weighted average trading price
of Stonefire Class A shares and Class B shares on the TSX Venture Exchange
respectively.


The Offer will be subject to certain customary conditions, including acceptance
of the Offer by holders of at least 66 2/3 percent of the outstanding shares of
Stonefire calculated on a fully diluted basis, and receipt of all required
regulatory approvals. Stonefire has agreed to pay Angle a non-completion fee in
the amount of $2.25 million in certain circumstances if the proposed transaction
is not completed. The Agreement includes customary non-solicitation covenants
and right to match provisions. Full details of the Offer will be included in the
formal take-over bid circular and related documents, which are expected to be
mailed to all shareholders of Stonefire on or about December 4, 2009 and will be
open for 35 days.


The Boards of Directors of Stonefire and Angle have unanimously approved the
proposed transaction and the Board of Directors of Stonefire has concluded that
the transaction is in the best interests of its shareholders and will recommend
that its shareholders accept the Offer. All of the directors and senior officers
of Stonefire and certain other shareholders (holding approximately 45 percent of
the issued and outstanding Class A Shares or 48 percent on a fully diluted
basis) have agreed to tender their shares subject to certain exceptions and have
entered into lock-up agreements with Angle. Cormark Securities Inc. acted as
exclusive financial advisor to Stonefire and has provided the Board of Directors
of Stonefire with its verbal opinion that, as of the date hereof and subject to
review of final documentation, the consideration to be received under the Offer
is fair from a financial point of view to the shareholders of Stonefire.


Stonefire's Board of Directors wishes to acknowledge the efforts and success of
Stonefire's management and technical team who over the last four years have
built, exclusively through drilling, a high quality Deep Basin production base,
currently at 1,225 boepd, a large inventory of high working interest operated
vertical and horizontal drilling locations, 60 sections of highly prospective
land and control of gas processing infrastructure in the Edson area.


Reader Advisory

This news release contains certain forward-looking statements, including
management's assessment of future plans and operations, and capital expenditures
and the timing thereof, that involve substantial known and unknown risks and
uncertainties, certain of which are beyond Stonefire's control. Such risks and
uncertainties include, without limitation, risks associated with oil and gas
exploration, development, exploitation, production, marketing and
transportation, loss of markets, volatility of commodity prices, currency
fluctuations, imprecision of reserve estimates, environmental risks, competition
from other producers, inability to retain drilling rigs and other services,
delays resulting from or inability to obtain required regulatory approvals and
ability to access sufficient capital from internal and external sources, the
impact of general economic conditions in Canada, the United States and overseas,
industry conditions, changes in laws and regulations (including the adoption of
new environmental laws and regulations) and changes in how they are interpreted
and enforced, increased competition, the lack of availability of qualified
personnel or management, fluctuations in foreign exchange or interest rates,
stock market volatility and market valuations of companies with respect to
announced transactions and the final valuations thereof, and obtaining required
approvals of regulatory authorities. Stonefire's actual results, performance or
achievements could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, no assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what benefits, including the amount
of proceeds, that Stonefire will derive therefrom. Readers are cautioned that
the foregoing list of factors is not exhaustive. All subsequent forward-looking
statements, whether written or oral, attributable to Stonefire or persons acting
on its behalf are expressly qualified in their entirety by these cautionary
statements. Furthermore, the forward-looking statements contained in this news
release are made as at the date of this news release and Stonefire does not
undertake any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by applicable securities laws.


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