CALGARY, March 20, 2016 /PRNewswire/ - Bankers Petroleum
Ltd. ("Bankers") (TSX: BNK, AIM: BNK) is pleased to announce that
it has entered into a definitive agreement (the "Arrangement
Agreement") with 1958082 Alberta Ltd. (the "Purchaser") and Charter
Power Investment Limited ("Charter Power") for the purchase of all
the issued and outstanding common shares of Bankers ("Bankers
Shares") at a cash price of C$2.20
per Bankers Share. The Purchaser and Charter Power are
affiliates of Geo-Jade Petroleum Corporation ("Geo-Jade"), one of
the largest independent oil and gas exploration and production
companies in China. The
transaction will be effected by way of a plan of arrangement under
the Business Corporations Act (Alberta) (the "Arrangement"). The
Arrangement values Bankers at approximately C$575 million before the assumption of the
outstanding indebtedness of Bankers.
Highlights
- Cash price of C$2.20 per Bankers
Share
- The Arrangement has received the unanimous approval of the
Board of Directors of Bankers (the "Bankers Board") and carries the
full support of Bankers' management team
- The Purchaser brings a considerable new investment focus to the
Bankers portfolio of assets
- Bankers' corporate and technical headquarters will remain based
in Calgary, Canada, with
operational offices in Albania,
Hungary and Romania
The transaction price represents a premium of 98% over Bankers'
closing share price on the Toronto Stock Exchange ("TSX") of
C$1.11 on March 18, 2016, and 109% over the 30-trading day
volume weighted average trading price of Bankers Shares of
C$1.05 per share ending on
March 18, 2016.
David French, President and Chief
Executive Officer of Bankers commented: "The proposed transaction
provides Bankers with the opportunity to return value to our
shareholders at a significant premium to the current market
valuation, while offering Bankers added financial resources to
accelerate our activity in Albania
and capitalize on the potential created by the current commodity
price environment. This transaction will generate substantial
economic benefit for Albania and
the local communities in which Bankers operates. We look forward to
working alongside our new investors to deliver the asset
possibilities before us."
Following a successful transaction, the Purchaser will support
the Bankers' leadership and employee base to capitalize on the
experience and depth of the Bankers team. The Purchaser plans
to realize the joint vision of both companies to grow the business
with enhanced investment into its Albanian operations, while
concurrently focusing on growth opportunities in the global
marketplace.
Information on the Transaction
Following an extensive review and analysis of the proposed
transaction and consideration of other available alternatives, the
Bankers Board has unanimously determined that the Arrangement is in
the best interests of Bankers and its shareholders. The Bankers
Board has unanimously approved the Arrangement and determined to
recommend that Bankers' shareholders vote in favour of the
Arrangement. Each of the senior officers and directors of
Bankers, representing in aggregate approximately six percent of the
outstanding Bankers Shares (on a fully diluted basis), have entered
into voting support agreements with the Purchaser in connection
with the transaction, pursuant to which they have agreed to vote in
favour of the approval of the Arrangement. The Bankers Board
has received from its financial advisor, FirstEnergy Capital LLP,
an opinion that, as of the date of the Arrangement Agreement, and
subject to the assumptions and qualifications contained therein,
the consideration proposed to be paid to Bankers' shareholders is
fair from a financial point of view (the "Fairness Opinion").
The Arrangement Agreement provides for, among other things, a
non-solicitation covenant on the part of Bankers, subject to
"fiduciary out" provisions that entitle Bankers to consider and
accept a superior proposal and a right in favour of the Purchaser
to match any superior proposal. The Arrangement Agreement also
provides for a mutual non-completion fee of US$20 million if the Arrangement Agreement is
terminated in certain circumstances. This includes payment in
favour of the Purchaser if Bankers enters into an agreement with
respect to a superior proposal, or if the Bankers Board withdraws
or modifies its recommendation with respect to the
Arrangement. Payment in favour of Bankers would occur if the
Purchaser is unable to complete the funding of its obligation to
acquire the Bankers Shares or in other circumstances.
Completion of the Arrangement is subject to customary closing
conditions, including receipt of court, shareholder and regulatory
approvals, such as those required under the Investment Canada
Act and approvals required by the People's Republic of
China. Bankers' shareholders will be asked to vote on the
Arrangement at a special meeting of the shareholders of Bankers
(the "Special Meeting") and the completion of the Arrangement will
require the approval of two-thirds of the votes cast by
shareholders in person or by proxy at the Special Meeting.
As a result of this Arrangement, the previously announced Annual
General Meeting will be deferred. An information circular regarding
the Arrangement is expected to be mailed to the shareholders of
Bankers in April for a Special Meeting anticipated to be held
before the end of May. Further details will be announced as they
become available. Provided the Arrangement is approved at the
Special Meeting and necessary regulatory approvals obtained,
closing is expected to take place by the end of June. Following a
successful transaction, the Purchaser intends to apply for the
cancellation of Bankers' listing on both the TSX and AIM
exchanges.
A copy of the Arrangement Agreement and the information circular
and related documents will be filed with Canadian securities
regulators and will be available at www.sedar.com.
Recommendation of the Bankers Board
Based on the Fairness Opinion and the recommendation of the
Special Committee of the Bankers Board and after consulting with
its financial and legal advisors, among other things, the Bankers
Board has unanimously: (i) determined the Arrangement is in the
best interests of Bankers and its shareholders; (ii) resolved to
recommend that Bankers' shareholders vote in favour of the
Arrangement; and (iii) determined that the consideration to be
received by Bankers' shareholders pursuant to the Arrangement is
fair, from a financial point of view, to the Bankers'
shareholders.
Advisors
Dentons Canada LLP is acting as legal counsel to the Purchaser
and Charter Power.
FirstEnergy Capital LLP is acting as exclusive financial advisor
to Bankers and has provided the Bankers Board with a fairness
opinion regarding the Arrangement for its shareholders. A copy of
such opinions will be included in the information circular to be
sent to Bankers shareholders in connection with the Special
Meeting. McCarthy Tétrault LLP is acting as legal counsel to
Bankers.
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About Geo-Jade
Geo-Jade is one of the largest independent exploration and
production companies listed in Shanghai Stock Exchange (SH:600759)
with a market capitalization larger than C$3.6 billion. Geo-Jade has made successful oil
and gas investments worldwide with its main assets located in
Central Asia, North America and China.
About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas
exploration and production company focused on developing large oil
and gas reserves in Albania and
Eastern Europe. In Albania,
Bankers operates and has the full rights to develop the
Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova
oilfield, and a 100% interest in Exploration Block "F". In
2015 Bankers acquired an 85% interest in the rights to explore the
Püspökladány Block concession within the Pannonian Basin located in
north eastern Hungary. Bankers' shares are traded on the
Toronto Stock Exchange and the AIM Market in London, England under the stock symbol
BNK.
Caution Regarding Forward-looking Information
Certain information set forth in this press release,
including information and statements which may contain words such
as "could", "plans", "intends" "should", "anticipate", "expects",
"will", "propose", "opportunity", "future", "continue", and
similar expressions and statements relating to matters that are not
historical facts, contain forward-looking statements, including but
not limited to statements regarding: the proposed Arrangement and
the anticipated timing of closing; mailing of the information
circular related to the Special Meeting and the timing thereof and
timing of the Special Meeting; the benefits of the Arrangement for
Bankers, its stakeholders, employees and the countries in which it
operates; the delisting of the Bankers Shares following completion
of the Arrangement and the Purchaser's plans for Bankers following
the completion of the Arrangement. By their nature, forward-looking
statements are subject to numerous risks and uncertainties, some of
which are beyond Bankers' control. Completion of the Arrangement is
subject to a number of conditions, including receipt of the
approval's required by the Investment Canada Act (Canada) and approvals required by the People's Republic of China, and other
conditions which are typical for transactions of this nature.
Failure to satisfy any of these conditions, the emergence of a
superior proposal or the failure to obtain approval of Bankers'
shareholders may result in the termination of the Arrangement
Agreement. The foregoing list is not exhaustive. Additional
information on these and other risks that could affect completion
of the Arrangement will be set forth in the information circular in
respect of the Special Meeting, which will be available on SEDAR at
www.sedar.com. Readers are cautioned that the assumptions used in
the preparation of such information, although considered reasonable
at the time of preparation, may prove to be imprecise and, as such,
undue reliance should not be placed on forward-looking statements.
The actual results, performance or achievement of Bankers could
differ materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurance 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 that Bankers will derive therefrom. Bankers disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable securities
laws.
SOURCE Bankers Petroleum Ltd.
