Baytex Announces Approval by Aurora Shareholders of its Acquisition
and Management Appointments
CALGARY, ALBERTA--(Marketwired - May 21, 2014) - Baytex Energy
Corp. ("Baytex") (TSX:BTE)(NYSE:BTE) provides an update on the
status of its proposed acquisition of all of the shares of Aurora
Oil & Gas Limited ("Aurora") pursuant to a scheme of
arrangement under Australian law (the "Arrangement"). At the scheme
meeting held on May 21, 2014 at 9:30 a.m. (Perth time), the
requisite majority of Aurora shareholders approved the
Arrangement.
Commenting on the shareholder vote, James Bowzer, President and
Chief Executive Officer, said: "We are very pleased to see that 88%
of Aurora shareholders voted in favor of the Arrangement and we
look forward to closing the Arrangement in the first half of
June."
Aurora will now apply to the Federal Court of Australia for
orders approving the Arrangement at a hearing scheduled for May 26,
2014. If the Arrangement is approved by the Court, Aurora expects
to lodge the Court orders approving the Arrangement with the
Australian Securities Investment Commission on Tuesday, May 27,
2014. Once this has occurred, trading in Aurora shares is expected
to cease at the close of trade on May 27, 2014 on the Australian
Securities Exchange and at the open of trade on May 27, 2014 on the
Toronto Stock Exchange.
Based on cash consideration payable for Aurora of A$4.20
(Australian dollars) per share, the total purchase price is
estimated at $2.8 billion (including the assumption of
approximately $0.9 billion of indebtedness). The acquisition
enhances our growth and income business model, delivers production
and reserves per share growth and provides attractive capital
efficiencies for future investment. The acquisition is accretive to
our funds from operations while maintaining a strong balance
sheet.
We are acquiring premier acreage in the core of the liquids-rich
Eagle Ford, one of the leading shale oil plays in North America.
Aurora's primary asset consists of 22,200 net contiguous acres in
the prolific Sugarkane Field located in South Texas. Aurora's first
quarter 2014 gross production was 28,671 boe/d (81% liquids) of
predominantly light, high-quality crude oil.
The Sugarkane Field has been largely delineated with
infrastructure in place which is expected to facilitate future
annual production growth. In addition, these assets have
significant future reserves upside potential from well downspacing,
improving completion techniques and new development targets in
additional zones.
To finance the acquisition of Aurora, we completed the issuance
of 38,433,000 subscription receipts at $38.90 each on February 24,
2014, raising gross proceeds of approximately $1.5 billion. The
subscription receipts currently trade on the Toronto Stock Exchange
under the symbol BTE.R.
Each subscription receipt entitles the holder thereof to
receive, on closing of the acquisition of Aurora, one common share
of Baytex. Upon closing of the acquisition, the holders of the
subscription receipts will be entitled to receive an amount per
subscription receipt equal to the dividends declared per common
share from the date of closing of the financing to the date of
closing of the acquisition. That amount is expected to be $0.88 per
subscription receipt, representing the four dividends declared from
the date of closing of the financing to the date of anticipated
closing of the acquisition.
We are committed to a growth and income model and its three
fundamental principles: delivering organic production growth,
paying a meaningful dividend and maintaining capital discipline.
Through the combination of an expanded inventory of high capital
efficiency projects and an improved outlook for heavy oil
differentials, we remain confident in our business plan going
forward. Accordingly, we have committed to increase the monthly
dividend on our common shares by 9% to $0.24 from $0.22 per share,
subject to the completion of the Arrangement. Based on the
anticipated closing date, the dividend increase is expected to take
effect for the dividend payable to holders of record on June 30,
2014.
Management Appointments
Baytex announces that Mr. Raymond Chan is appointed
non-executive Chairman of the Board of Directors. Mr. Chan will
continue to assist management in key strategic issues and
facilitate operations of the board of directors.
The Board of Directors is pleased to announce the promotion of
Mr. Richard Ramsay to the position of Chief Operating Officer. Mr.
Ramsay joined Baytex as Vice President, Heavy Oil in January 2010,
with responsibilities for all heavy oil assets in Saskatchewan and
Alberta, including the company's core activities in the Peace River
region. In January 2012, Mr. Ramsay was appointed Vice President,
Alberta / B.C. Business Unit, which resulted in the combination of
the companies Peace River heavy oil assets with its conventional
properties in Alberta and British Columbia.
Mr. Ramsay is an accomplished executive, with over 25 years of
extensive experience in technical and managerial roles in oil and
gas development, operations, marketing and acquisitions. Under his
direction, production at Peace River has increased substantially
from 9,000 Bbl/d to its current level of approximately 26,000
Bbl/d. Mr. Ramsay has a Bachelor of Science degree with Distinction
in Mechanical Engineering from the University of Saskatchewan and
is a practicing member of the Association of Professional
Engineers, Geologists and Geophysicists of Alberta.
After over five years with Baytex, Marty Proctor the company's
COO will be leaving to pursue other opportunities. We appreciate
Mr. Proctor's significant contributions and wish him the best in
his future endeavors.
The Board of Directors is also pleased to announce the promotion
of Mr. Ryan Johnson to the position of Vice President, Alberta /
B.C. Business Unit. Mr. Johnson joined Baytex in 2007 focusing on
technical responsibilities in northeast Alberta and southern
Saskatchewan, including the planning and execution of the company's
successful thermal SAGD project at Kerrobert. In January 2011, he
was appointed Senior Geologist of the Peace River region and has
been an integral member of the team responsible for the planning,
coordination and execution of multi-lateral exploitation and
thermal development of this top tier resource. In mid-2013, Mr.
Johnson was appointed Lead Geologist and charged with managing all
key activities across the entire Alberta / B.C. business unit.
Mr. Johnson is an accomplished leader with over fifteen years of
extensive technical and managerial roles in oil and gas
exploration, development, operations and prospect identification.
Mr. Johnson has a Bachelor of Science Degree (Honours) in Geology
and Oceanography from the University of British Columbia and is a
practicing member of the Association of Professional Engineers and
Geoscientists of Alberta.
The Board of Directors is also pleased to announce that Mr.
Michael Verm, current Chief Operating Officer of Aurora, will be
joining Baytex contingent on the closing of the acquisition of
Aurora, as Vice President and Managing Director of our Eagle Ford
operations. Mr. Verm has over 30 years of experience within the oil
and gas industry and has held a number of senior executive
positions in North America and internationally. Mr. Verm, a
registered professional engineer in Texas, graduated from Texas
A&M with a petroleum engineering degree and received his MBA
from Oklahoma City University. The addition of Mr. Verm to the
Baytex leadership team will help to ensure a smooth transition with
the Eagle Ford asset and personnel on closing of the Aurora
acquisition.
In addition, Mr. Geoffrey Darcy has been promoted to the
position of Senior Vice President, Marketing and Mr. Brian Ector
has been promoted to the position of Senior Vice President, Capital
Markets and Public Affairs. Mr. Darcy joined Baytex in 2011 and was
previously Vice President, Marketing. Mr. Ector joined Baytex in
2009 and was previously Vice President, Capital Markets.
Advisory Regarding
Forward-Looking Statements
All amounts are in Canadian dollars unless otherwise
noted.
In the interest of providing Baytex's shareholders and
potential investors with information regarding Baytex, including
management's assessment of Baytex's future plans and operations,
certain statements in this press release are "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" within the meaning of applicable Canadian securities
legislation (collectively, "forward-looking statements"). In some
cases, forward-looking statements can be identified by terminology
such as "anticipate", "believe", "continue", "could", "estimate",
"expect", "forecast", "intend", "may", "objective", "ongoing",
"outlook", "potential", "project", "plan", "should", "target",
"would", "will" or similar words suggesting future outcomes, events
or performance. The forward-looking statements contained in this
press release speak only as of the date thereof and are expressly
qualified by this cautionary statement.
Specifically, this press release contains forward-looking
statements relating to but not limited to: our business strategies,
plans and objectives; the anticipated benefits from the acquisition
of Aurora, including our beliefs that the acquisition will be an
excellent fit with our business model and will provide shareholders
with exposure to projects with attractive capital efficiencies; our
expectations that the Aurora assets have infrastructure in place
that support future annual production growth and that such assets
will provide material production, long-term growth and high quality
reserves with upside potential; anticipated effect of the
acquisition of Aurora on us, including our funds from operations;
our expectations regarding the effect of well downspacing,
improving completion techniques and new development targets on the
reserves potential of the Aurora assets; the timing of completion
of the acquisition of Aurora; our plans to establish new revolving
credit facilities and a term loan for us and a borrowing base
facility for Aurora's U.S. subsidiary following
closing of the Arrangement; payment of the purchase price for the
acquisition of Aurora, including the use of proceeds from the
subscription receipt financing and our plans to draw on the new
revolving credit facilities and term loan; and our plan to increase
the dividend on our common shares upon completion of the
acquisition of Aurora. Cash dividends on our common shares are paid
at the discretion of our Board of Directors and can fluctuate. In
establishing the level of cash dividends, the Board of Directors
considers all factors that it deems relevant, including, without
limitation, the outlook for commodity prices, our operational
execution, the amount of funds from operations and capital
expenditures and our prevailing financial circumstances at the
time.
These forward-looking statements are based on certain key
assumptions regarding, among other things: the receipt of
regulatory, court and shareholder approvals for the Arrangement;
our ability to execute and realize on the anticipated benefits of
the acquisition of Aurora; petroleum and natural gas prices and
pricing differentials between light, medium and heavy gravity crude
oil; well production rates and reserve volumes; our ability to add
production and reserves through our exploration and development
activities; capital expenditure levels; the receipt, in a timely
manner, of regulatory and other required approvals for our
operating activities; the availability and cost of labour and other
industry services; the amount of future cash dividends that we
intend to pay; interest and foreign exchange rates; the continuance
of existing and, in certain circumstances, proposed tax and royalty
regimes; our ability to develop our crude oil and natural gas
properties in the manner currently contemplated; and current
industry conditions, laws and regulations continuing in effect (or,
where changes are proposed, such changes being adopted as
anticipated). Readers are cautioned that such assumptions, although
considered reasonable by Baytex at the time of preparation, may
prove to be incorrect.
Actual results achieved will vary from the information
provided herein as a result of numerous known and unknown risks and
uncertainties and other factors. Such factors include, but are not
limited to: the acquisition of Aurora may not be completed on the
terms contemplated or at all; failure to realize the anticipated
benefits of the acquisition of Aurora; closing of the acquisition
of Aurora could be delayed or not completed if we are unable to
obtain the necessary regulatory, court and shareholder approvals
for the Arrangement or any other approvals required for completion
or, unless waived, some other condition to closing is not
satisfied; failure to put in place a borrowing base facility for
Aurora's U.S. subsidiary following completion of the Arrangement;
declines in oil and natural gas prices; risks related to the
accessibility, availability, proximity and capacity of gathering,
processing and pipeline systems; variations in interest rates and
foreign exchange rates; risks associated with our hedging
activities; uncertainties in the credit markets may restrict the
availability of credit or increase the cost of borrowing;
refinancing risk for existing debt and debt service costs; a
downgrade of our credit ratings; the cost of developing and
operating our assets; risks associated with the exploitation of our
properties and our ability to acquire reserves; changes in
government regulations that affect the oil and gas industry;
changes in income tax or other laws or government incentive
programs; uncertainties associated with estimating petroleum and
natural gas reserves; risks associated with acquiring, developing
and exploring for oil and natural gas and other aspects of our
operations; risks associated with large projects or expansion of
our activities; risks related to heavy oil projects; changes in
environmental, health and safety regulations; the implementation of
strategies for reducing greenhouse gases; depletion of our
reserves; risks associated with the ownership of our securities,
including the discretionary nature of dividend payments and changes
in market-based factors; risks for United States and other
non-resident shareholders, including the ability to enforce civil
remedies, differing practices for reporting reserves and
production, additional taxation applicable to non-residents and
foreign exchange risk; and other factors, many of which are beyond
our control. These and additional risk factors are discussed in our
Annual Information Form, Annual Report on Form 40-F and
Management's Discussion and Analysis for the year ended December
31, 2013, as filed with Canadian securities regulatory authorities
and the U.S. Securities and Exchange Commission.
The above summary of assumptions and risks related to
forward-looking statements in this press release has been provided
in order to provide shareholders and potential investors with a
more complete perspective on Baytex's current and future operations
(if the acquisition of Aurora is completed) and such information
may not be appropriate for other purposes. There is no
representation by Baytex that actual results achieved will be the
same in whole or in part as those referenced in the forward-looking
statements and Baytex 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
law.
Baytex Energy Corp.
Baytex Energy Corp. is a dividend-paying oil and gas corporation
based in Calgary, Alberta. The company is engaged in the
acquisition, development and production of crude oil and natural
gas in the Western Canadian Sedimentary Basin and in the Williston
Basin in the United States. Approximately 89% of Baytex's
production is weighted toward crude oil. Baytex pays a monthly
dividend on its common shares which are traded on the Toronto Stock
Exchange and the New York Stock Exchange under the symbol BTE. The
subscription receipts issued by Baytex to fund a portion of the
purchase price for Aurora Oil & Gas Limited trade on the
Toronto Stock Exchange under the symbol BTE.R.
Baytex Energy Corp.Brian EctorSenior Vice President, Capital
Markets and Public AffairsToll Free Number:
1-800-524-5521investor@baytexenergy.comwww.baytexenergy.com
Grafico Azioni Baytex Energy (TSX:BTE)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Baytex Energy (TSX:BTE)
Storico
Da Feb 2024 a Feb 2025
