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TEX.A Texalta Petroleum Ltd.

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Last Updated: -
Delayed by 15 minutes
Share Name Share Symbol Market Type
Texalta Petroleum Ltd. TSXV:TEX.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 -

Texalta Announces Review of Strategic Alternatives & Shareholder Rights Plan

16/11/2010 4:22pm

Marketwired Canada


Texalta Petroleum Ltd. ("Texalta" or the "Company") (TSX VENTURE:TEX.A)
announces that its Board of Directors has initiated a process to explore
strategic alternatives for Texalta, with a view to enhancing shareholder value.
Strategic alternatives may include, but are not limited to, sale of the Company,
merger or other business combinations, a sale or farm-out of the Australian or
Canadian assets, among other alternatives. The Company has formally engaged
FirstEnergy Capital Corp. to provide financial advisory and investment banking
services to assist it in this process.


The Board of Directors has determined that it was an appropriate time to assess
strategic options following a thorough review of current operations, the
exploration opportunities, contractual obligations and capital requirements to
exploit the Company's lands in Australia and Canada.


Although Management and the Board of Directors are confident that there will be
an acceptable and positive outcome arising from the review process, the current
business environment remains challenging and there are no assurances that the
process will result in any specific transactions being completed by the Company.
There is no timetable for the review, and the Company does not intend to comment
further regarding the evaluation of strategic alternatives unless the Board
agrees to a definitive transaction or the process is concluded.


In addition, Texalta reports that its Board of Directors (the "Board") has
implemented a Shareholder Rights Plan Agreement (the "Rights Plan") effective
November 15, 2010. 


The Rights Plan has been adopted to ensure the fair treatment of all Texalta
shareholders in connection with any possible take-over bid for the outstanding
common shares of the Company. If a take-over bid should occur the Rights Plan
provides a mechanism to ensure that shareholders have adequate time to properly
evaluate and assess a take-over bid without facing undue pressure. The Rights
Plan also provides the Board with additional time to consider any take-over bid
and, if applicable, to explore alternative transactions in order to maximize
shareholder value. The Rights Plan is not designed to prevent take-over bids
that treat the Company's shareholders fairly.


The Rights Plan is subject to approval of the TSX Venture Exchange and approval
by the Company's shareholders at the Company's next annual general and special
shareholders' meeting. If ratified by the shareholders, the Rights Plan will
have a term of three years. 


Pursuant to the terms of the Rights Plan, any bid that meets certain criteria
intended to protect the interests of all shareholders is deemed to be a
"Permitted Bid". A Permitted Bid must be made by way of a take-over bid circular
prepared in compliance with applicable securities laws and, in addition to
certain other conditions, must remain open for a minimum of sixty days. In the
event a take-over bid does not meet the Permitted Bid requirements of the Rights
Plan, the rights issued under the Rights Plan will entitle shareholders, other
than any shareholder or shareholders involved in the take-over bid, to purchase
additional common shares of Texalta at a significant discount to the market
price of the common shares at that time. The Board is not currently aware of any
pending or proposed take-over bid for Texalta.


Caution Regarding Forward Looking Information

This press release contains forward looking information within the meaning of
applicable securities laws. Forward looking statements may include estimates,
plans, expectations, forecasts, guidance or other statements that are not
statements of fact. Forward looking information in this press release includes,
but is not limited to, statements with respect to potential transactions and
strategic options.


Forward-looking statements and information are based on current beliefs as well
as assumptions made by; and information currently available to Texalta
concerning anticipated financial performance, business prospects, strategies and
regulatory developments. Although management considers these assumptions to be
reasonable based on information currently available to it, they may prove to be
incorrect.


By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks that predictions, forecasts,
projections and other forward-looking statements will not be achieved. We
caution readers not to place undue reliance on these statements as a number of
important factors could cause the actual results to differ materially from the
beliefs, plans, objectives, expectations and anticipations, estimates and
intentions expressed in such forward-looking statements. These factors include,
but are not limited to: crude oil and natural gas price volatility, exchange
rate and interest rate fluctuations, availability of services and supplies,
market competition, uncertainties in the estimates of reserves, the timing of
development expenditures, production levels and the timing of achieving such
levels, the Company's ability to replace and increase oil and gas reserves, the
sources and adequacy of funding for capital investments, future growth prospects
and current and expected financial requirements of the Company, the cost of
future abandonment and site restoration, the Company's ability to enter into or
renew leases, the Company's ability to secure adequate product transportation,
changes in environmental and other regulations and general economic conditions.


The forward-looking statements contained in this press release are made as of
the date of this press release. This cautionary statement expressly qualifies
the forward-looking statements contained in this press release.


TEX.A is a Calgary based company engaged in the exploration, acquisition and
development of prospective oil & gas properties in Saskatchewan and Alberta,
Canada. The company's wholly owned subsidiary, Texalta Australia Pty. Ltd. holds
a 50 percent working interest in two exploration permits covering in excess of
5.5 million acres of prospective land in the Georgina Basin, Northern Territory,
Australia.


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