HRT PARTICIPAÇÕES EM PETRÓLEO S.A. TO ACQUIRE UNX ENERGY CORP. FOR C$6.17 PER UNX COMMON SHARE, VALUING UNX ENERGY CORP. AT C$73

CALGARY, Feb. 24 /CNW/ -- 
CALGARY, Feb. 24 /CNW/ - UNX Energy Corp. (TSX-V:UNX) ("UNX") announced
 today that it has entered into a definitive agreement (the "Arrangement
 Agreement") with HRT Participações em Petróleo S.A. (Bovespa: HRTP3)
 ("HRT") pursuant to which HRT will acquire all of the outstanding
 common shares of UNX ("UNX Shares") by way of a Plan of Arrangement
 pursuant to the Business Corporations Act (Alberta) (the "Arrangement").


UNX Chairman, Duane Parnham commented: "In combining the two companies,
 the resulting entity forms a South Atlantic Margin powerhouse
 controlling impressive exploration and development concessions in both
 Namibia and Brazil. This transaction delivers an immediate and
 significant premium to our shareholders, and provides them with the
 opportunity to participate in the enormous potential of HRT's
 prospects. We are delighted that a company with the financial and
 technical strength of HRT, and which has been a long-term partner of
 UNX, is going to take our world-class Namibian prospects to the
 discovery stage. The UNX Board of Directors believes this is a very
 attractive transaction for our shareholders and has unanimously
 determined to recommend the deal."


Pursuant to the Arrangement, HRT will acquire each UNX Share in exchange
 for 0.5579 of a Global Depositary Share. Each Global Depositary Share
 will represent an interest in one one hundredth (1/100) of an HRT
 common share deposited (or subject to deposit) pursuant to a deposit
 agreement with Bank of New York Mellon, the proposed depositary in
 connection with the establishment of the Global Depositary Share
 structure. Based on the ratio of HRT common shares per Global
 Depositary Share (1/100), HRT will issue 0.005579 of an HRT common
 share to acquire each UNX Share. Holders of Global Despositary Shares
 will be responsible for certain customary fees and expenses of the
 depositary in connection with the ongoing administration of the Global
 Depositary Share structure. The Arrangement is conditional upon the
 Global Depositary Shares being listed on the Toronto Stock Exchange or
 a related exchange.


Net of certain Brazilian taxes payable by UNX shareholders in connection
 with the Arrangement, which equate to a maximum of 1.88% of the value
 of the HRT common shares underlying the Global Depositary Shares
 received, UNX shareholders will receive approximately 0.5474 of a
 Global Depositary Share for each UNX Share (which equates to
 approximately 0.005474 of an HRT common share for each UNX Share). The
 net exchange ratio represents an implied price of C$6.17 per UNX Share
 based on HRT's closing share price on the Bovespa as at February 23,
 2011. The implied price of C$6.17 per UNX Share represents an implied
 premium of 29% and 39% to UNX's closing share price of C$4.80 and
 20-day volume weighted average trading price of C$4.45 on the TSX
 Venture Exchange as at February 23, 2011. The Arrangement values UNX at
 approximately C$730 million based on 118.3 million fully diluted shares
 outstanding.


UNX director, Knowledge Katti commented: "This is a major investment
 into the Namibian oil and gas sector. This deal demonstrates the
 confidence that a globally respected and fully-funded company like HRT
 has in the immense potential for discovering oil in Namibia." Katti
 further explained: "We will work closely with our Brazilian partners
 not only to find oil in Namibia, but to make sure that we contribute
 towards the advancement of the Namibian nation."


Transaction Details


The Arrangement will be subject, among other things, to the approval of
 at least 66⅔% as well as a "majority of the minority" of the votes cast
 at a special meeting of UNX shareholders that is expected to be held in
 the second quarter of 2011 and a simple majority of the votes cast at a
 special meeting of HRT shareholders that is expected to be held in the
 second quarter of 2011. Pursuant to the Arrangement Agreement, the
 Arrangement is also subject to applicable regulatory approvals and the
 satisfaction of certain closing conditions customary for transactions
 of this nature. The Arrangement Agreement provides for, among other
 things, customary board support and non-solicitation covenants (subject
 to a customary "fiduciary out" in favour of UNX), a seven day right to
 match in favour of HRT, the payment of a break fee equal to C$20
 million by each party in certain specified circumstances.


The directors and senior officers of UNX holding approximately 12% of
 the outstanding UNX Shares have entered into customary support
 agreements pursuant to which, among other things, they have agreed to
 vote their UNX Shares in favour of the Arrangement. In addition, Duane
 Parnham, Mark Monaghan and Knowledge Katti have agreed not to sell
 their Global Depositary Shares for a period of six months (other than
 in certain specified circumstances).


The directors and senior officers of HRT holding approximately 20% of
 the outstanding HRT common shares have similarly entered into customary
 support agreements pursuant to which, among other things, they have
 agreed to vote their HRT common shares in favour of the Arrangement.


In accordance with Brazilian corporate laws, the issuance of HRT common
 shares in connection with the Arrangement triggers certain pre-emptive
 rights held by existing HRT shareholders to subscribe for HRT common
 shares in order to maintain their pro rata ownership position in
 HRT. Certain existing HRT shareholders have committed to assign,
 without receiving any payment consideration, their pre-emptive rights
 in favor of current UNX shareholders to facilitate the Arrangement and
 the delivery of the Global Depositary Shares to UNX
 shareholders. Existing HRT shareholders who have not assigned their
 pre-emptive rights, will have the option to subscribe for HRT common
 shares. 


The UNX Board of Directors has, after consultation with its financial
 and legal advisors, unanimously determined that the Arrangement is in
 the best interests of UNX, that the consideration to be received by UNX
 shareholders is fair to UNX shareholders and to recommend that UNX
 shareholders vote in favour of the Arrangement. BMO Capital Markets has
 provided an opinion to the UNX Board of Directors that the
 consideration to be received by UNX shareholders is fair, from a
 financial point of view, to UNX shareholders.


The terms and conditions of the Arrangement will be summarized in UNX's
 information circular, which will be filed and mailed to UNX
 shareholders as soon as practicable. Assuming all conditions are
 satisfied or waived, it is anticipated that the Arrangement will be
 completed in the second quarter of 2011. Copies of the Arrangement
 Agreement and certain related documents will be filed with Canadian
 securities regulators and will be available on the Canadian SEDAR
 website at www.sedar.com.


HRT has also issued a press release today concerning the Arrangement
 which is available on their website (www.hrt.com.br/ir).


Advisors and Counsel


BMO Capital Markets is acting as exclusive financial advisor to
 UNX. McCarthy Tétrault LLP is acting as Canadian legal counsel to
 UNX. Souza, Cescon, Barrieu & Flesch Advogados is acting as Brazilian
 legal counsel to UNX. 


Credit Suisse is acting as exclusive financial advisor to HRT. Fraser
 Milner Casgrain LLP is acting as Canadian legal counsel to HRT. 


Conference Call:


UNX and HRT will hold a conference call on Friday, February 25, 2011
 beginning at 10:00 a.m. Eastern Time (12:00 p.m. Brazil Time).  


To participate:



Dial-In Number:              1 [phone]

Toll Free Number:            USA 1 [phone]

                             Canada 1 [phone]

Passcode:                    HRT





About UNX Energy Corp.


UNX Energy Corp. is a junior, independent oil and gas company, focused
 on exploration for crude oil in offshore Namibia, Africa. Headquartered
 in Calgary, Alberta, Canada, UNX's asset base consists of approximately
 51,000 square kilometres (approximately 32,000 net) of offshore
 acreage, strategically located along the prolific South Atlantic
 Margin. Development of these highly prospective blocks is being
 advanced by an experienced management team, qualified technical staff
 and strong in-country relationships. UNX employs strategic technical
 expertise to optimize the probability of exploration success in the
 region. UNX is committed to conducting its business in a socially and
 environmentally responsible manner, ultimately working towards the goal
 of sustainable development in Namibia's oil and gas sector for the
 benefit of all stakeholders.


About HRT Participações em Petróleo S.A. 


HRT Participações em Petróleo S.A. is one of the largest independent oil
 and gas exploration and production companies in Brazil. The HRT Group
 comprises three main subsidiaries: HRT O&G Exploração e Produção de
 Petróleo Ltda., IPEX (Integrated Petroleum Expertise Company Serviços
 em Petróleo Ltda.) and HRT Netherlands B.V. The Company retains a 55%
 interest in 21 exploratory blocks in the Solimões Basin. HRT also
 operates five exploratory blocks on the Namibian coast. The Company
 retains a 100% interest in two of them, in the Walvis Sub-basin, and a
 40% interest in the other three, in the Orange Subbasin. HRT's team
 includes PHDs and masters in geochemistry, geophysics, biology and
 engineering, most of them former employees of Petrobras and ANP
 (Brazil's petroleum agency). HRT is committed to minimizing any
 possible environmental impacts in the sites where it acts. Its
 commitment with the local communities is towards health conditions,
 security and quality of life. For more information, please visit the
 Company's website: www.hrt.com.br/ir


On Behalf of the Board of Directors
of UNX Energy Corp.


Duane Parnham
Chairman


For further information visit our website at www.unxenergy.com


Sedar Profile #00016276


Forward-Looking Information


Certain statements contained in this news release may constitute
 forward-looking statements. All forward-looking statements are based on
 UNX's current beliefs and assumptions based on information available at
 the time the assumption was made. The use of the words "anticipate",
 "continue", "estimate", "expect", "may", "will", "project", "should",
 "believe" and similar expressions are intended to identify
 forward-looking information. By its nature, such forward-looking
 information involves known and unknown risks, uncertainties and other
 factors that may cause actual results or events to differ materially
 from those anticipated in such forward-looking statements, including,
 without limitation, those relating to changes in the market, potential
 downturns in economic conditions, foreign exchange fluctuations, risks
 associated with the oil and gas industry (e.g. operational risks or
 development, exploration and production; delays or changes in plans
 with respect to exploration or development projects or capital
 expenditures; the uncertainty of reserve estimates; the uncertainty of
 estimates and projections relating to production, costs and expenses,
 and health and safety and environmental risks, commodity price, price
 and exchange rate fluctuations and uncertainty resulting from potential
 delays or changes in plans with respect to exploration or development
 projects or capital expenditures, changes in business strategy,
 regulatory requirements, demand for our resources, competition and
 dependence on key personnel. These risks, as well as others, could
 cause actual results and events to vary significantly. These statements
 speak only as of the date specified in this news release.  Readers are
 cautioned not to place undue reliance on this forward-looking
 information, which is given as of the date it is expressed herein and,
 unless required by law, UNX Energy Corp. does not undertake any
 obligations to release publicly any revisions for updating any
 voluntary forward-looking statements.


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.


To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/February2011/24/c5992.html



table valign="top" border="0"trtdMaria Elliott, VP Finance & CFO/td td /td td /td td /td td /td td /td/tr trtdTelephone: [phone]/td td /td td /td td /td td /td td /td/tr trtdEmail: a href="mailto:[e-mail]"[e-mail]/a/td td /td td /td td /td td /td td /td/tr trtd /td td /td td /td td /td td /td td /td/tr trtdDavid Feick, Investor Relations   /td td /td td /td td /td td /td tdHeidi Christensen Brown,  Investor Relations/td/tr trtdTelephone: [phone]   /td td /td td /td td /td td /td tdTelephone: [phone]/td/tr trtdEmail: a href="mailto:[e-mail]"[e-mail]/a  /td td /td td /td td /td td /td tdEmail: a cr="true" href="mailto:[e-mail]"[e-mail]/a/td/tr/table

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