FPL First Calgary

    First Calgary Petroleums Ltd. announces sale to Eni S.p.A.

    TSX: FCP
    AIM: FPL

    CALGARY, Sept. 8 /CNW/ - First Calgary Petroleums Ltd. (TSX: FCP, AIM:
FPL) (FCP or the Company) announces that Eni S.p.A. (Eni) has agreed to
acquire all the common shares and convertible bonds of FCP. Under the terms of
the definitive agreement, shareholders will receive C$3.60 per share in cash
and bondholders will receive 108% of par (plus accrued interest). The
transaction values FCP's fully diluted share capital at approximately
C$923 million which represents a 52.5% premium to the closing price of C$2.36
on the Toronto Stock Exchange (TSX) on 2 September 2008 (being the last
trading day before FCP announced that it had received proposals) and a 59.2%
premium to the 30 day weighted average trading price of C$2.26 per share prior
to 2 September 2008.
    The Board of Directors of FCP has unanimously determined that the
proposed transaction is in the best interests of FCP, and has unanimously
recommended that FCP securityholders vote in favour of the transaction.
    JPMorgan Cazenove, financial advisor to FCP, has advised the Board of
Directors of FCP that it is of the opinion, as of the date hereof, that the
consideration to be received by securityholders under the transaction is fair
from a financial point of view.

    Shane O'Leary, President and CEO of FCP said:

    "We are very pleased to support this transaction which we believe
delivers the highest value for FCP shareholders compared with other strategic
options."
    "We will work with Eni to ensure a smooth transition and avoid
disruptions to the project. We believe the resources and expertise that Eni
can bring to this project should accelerate the development."

    Directors, officers and certain shareholders of FCP including Waterford
Finance & Investment Limited (representing in aggregate approximately 18.3% of
the outstanding shares and options of FCP) have agreed to support and vote in
favour of this transaction.
    The definitive agreement prohibits FCP from soliciting or initiating any
discussions concerning any other business combination but allows the Board of
Directors of FCP to accept and recommend a Superior Proposal (as defined in
the definitive agreement, subject to any such competing proposal not having
been matched by Eni under the terms of the agreement) if it is required to do
so to avoid breaching its fiduciary duties and upon payment of a break fee of
C$28.2 million.
    The transaction is expected to be completed by way of a statutory plan of
arrangement. In addition to the receipt of all required Canadian, Algerian and
other governmental approvals, the completion of the transaction will require
the approval of 66 2/3% of the votes cast at a meeting of FCP shareholders and
approval of 75% of the votes cast by bondholders at a meeting of FCP
bondholders. The transaction is expected to complete at the end of the fourth
quarter 2008.

    About FCP

    First Calgary Petroleums Ltd. is an oil and gas company actively engaged
in international exploration and developments activities in Algeria. The
Company's common shares trade on the Toronto Stock Exchange in Canada (FCP)
and on the AIM market on the London Stock Exchange in the United Kingdom
(FPL). Further information is available on the FCP website: www.fcpl.ca

    About Eni

    Eni S.p.A. is an integrated energy company operating in the oil and gas,
electricity generation and sale, petrochemicals, oilfield services
construction and engineering industries. In these businesses it has a strong
edge and leading international market position. Eni is active in around 70
countries with a staff of about 76,000 employees. Further information is
available on the Eni website: www.eni.it

    Forward-Looking Information and Statements

    This news release includes statements about expected future events that
are forward looking in nature and subject to risks and uncertainties. Readers
are cautioned not to place undue reliance on forward-looking statements, as
there can be no assurance that the future circumstances, outcomes or results
anticipated in or implied by such forward-looking statements will occur or
that plans, intentions or expectations upon which the forward-looking
statements are based will occur. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that circumstances,
events or outcomes anticipated or implied by forward-looking statements will
not occur. These risks and uncertainties include, among other things: risks
associated with the ability to obtain any necessary government and third party
approvals, waivers, consents, court orders and other requirements necessary or
desirable to permit or facilitate any of the proposed transaction (including,
regulatory and securityholder approvals); the risk that any applicable
conditions of any of the proposed transaction may not be satisfied; the risk
that a material adverse change will occur to the business, financial
conditions and operations of the Company prior to completion, that the
definitive agreement will be terminated for a material breach of the terms and
conditions thereof; volatility of and assumptions regarding oil and gas
prices; assumptions contained in or relevant to the company's current
corporate guidance; fluctuations in currency and interest rates; product
supply and demand; market competition; risks inherent in marketing operations
(including credit risks); imprecision of reserves estimates and estimates of
recoverable quantities of natural gas and liquids from the Company's
properties; the ability to access external sources of debt and equity capital;
the timing and the costs of well and pipeline construction; the ability to
secure adequate product transportation; changes in royalty, tax, environmental
and other laws or regulations or the interpretations of such laws or
regulations; applicable political and economic conditions; the risk of war,
hostilities, civil insurrection, political instability and terrorist threats;
risks associated with existing and potential future lawsuits and regulatory
actions; and other risks and uncertainties described from time to time in the
reports and filings made with securities regulatory authorities by the
Company. Although the Company believes that the expectations represented by
such forward-looking statements are reasonable, there can be no assurance that
such expectations will prove to be correct. Readers are cautioned that the
foregoing list of important factors is not exhaustive.


For further information: Shane O'Leary, President and Chief Executive
Officer, Tel: (403) 264-6697; Other Contacts: James Henderson, Alisdair
Haythornthwaite, Pelham Public Relations, Tel: +44 (0)20 7743 6673; Barry
Weir, Christopher Dickinson, JPMorgan Cazenove, Tel: +44 (0)20 7588 2828;
Nominated Advisers: David Nabarro, Marc Cramsie, Ambrian Partners Limited,
Tel: +44 (0)20 7634 4700
(FCP. FPL)


 



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