Teck Resources to Acquire SilverBirch Energy
09 Gennaio 2012 - 1:00PM
PR Newswire (Canada)
VANCOUVER, Jan. 9, 2012 /CNW/ - Teck Resources Limited ("Teck") and
SilverBirch Energy Corporation ("Silverbirch") announced today that
they have entered into an agreement for Teck to acquire SilverBirch
by way of a plan of arrangement under the Canada Business
Corporations Act. Under the arrangement, SilverBirch
shareholders will receive CAD $8.50 in cash and one share of a new
company, SilverWillow Energy Corporation ("SilverWillow"), per
SilverBirch common share. SilverWillow will hold
substantially all of the assets of SilverBirch other than
SilverBirch's 50% interest in the Frontier and Equinox oil sands
project. In connection with the arrangement, Teck will contribute
to SilverWillow CAD $25 million in working capital and its 50%
interest in several oil sands leases that are currently jointly
owned with SilverBirch. As a result, SilverWillow is expected to
begin operations with approximately CAD $25 million in net working
capital. The cash portion of the consideration to SilverBirch
shareholders represents a premium of approximately 31% to the 20
day volume weighted average price of SilverBirch common shares on
the TSX Venture Exchange. In addition, SilverBirch
shareholders will retain their exposure to SilverBirch's in situ
assets through their retained interest in SilverWillow. "For a net
cash outlay of $435 million, this transaction strengthens the
Frontier project," said Don Lindsay, Teck President and Chief
Executive Officer. "The Frontier ownership structure is simplified,
our exposure to oil sands leases not amenable to mining is reduced,
and Teck now has the opportunity to explore new potential
partnerships and other alternatives to move Frontier towards
development." Howard Lutley, President and Chief Executive Officer
of SilverBirch commented, "We believe this transaction provides
excellent value to the SilverBirch shareholders and that this is
the appropriate time for us to exit the Frontier project.
SilverWillow will be able to focus its attention on the very
promising, existing 100% owned, Audet in situ oil sands prospect
while gaining 100% control over the Birch Mountains leases and
other lands that have significant oil sands exploration potential".
Teck and SilverBirch have entered into an agreement providing for,
among other things, a non-solicitation covenant on the part of
SilverBirch, subject to customary "fiduciary out" provisions that
entitle SilverBirch to consider and accept a superior proposal, a
right in favor of Teck to match any superior proposal and the
payment to Teck of a termination payment of $20 million in certain
circumstances. Holders of 39% of outstanding SilverBirch
shares have agreed to vote in favor of the transaction. In
addition, Teck owns approximately 9.4% of the outstanding
SilverBirch shares. The board of directors of SilverBirch has
unanimously approved the transaction, after consultation with its
financial and legal advisors, and has determined unanimously that
the transaction is fair to SilverBirch's shareholders and is in the
best interests of SilverBirch and SilverBirch's shareholders.
The SilverBirch board unanimously recommends that SilverBirch
shareholders vote in favor of the arrangement. SilverBirch's
Financial Advisors, RBC Dominion Securities and TD Securities Inc.,
have each provided an opinion that the consideration offered in the
transaction is fair, from a financial point of view, to SilverBirch
shareholders, other than Teck. Blake Cassels & Graydon
LLP and Torys LLP are acting as legal counsel to SilverBirch.
Stikeman Elliott LLP is acting as legal counsel to Teck. Completion
of the transaction is subject to receipt of the necessary
regulatory approvals and approval by SilverBirch shareholders, as
well as other customary conditions. Full details of the transaction
will be included in an information circular to be mailed to
SilverBirch shareholders in accordance with applicable securities
laws. The transaction is expected to close on or before April
16, 2012. About Teck Teck is a diversified resource company
committed to responsible mining and mineral development with major
business units focused on copper, steelmaking coal, zinc and
energy. Headquartered in Vancouver, Canada, its shares are
listed on the Toronto Stock Exchange under the symbols TCK.A and
TCK.B and the New York Stock Exchange under the symbol TCK.
Further information about Teck can be found at: www.teck.com.
About SilverBirch SilverBirch Energy Corporation is a
pre-production oil sands company headquartered in Calgary, Alberta,
Canada. SilverBirch has a portfolio of mining and in situ oil
sands properties, including 50% ownership of the Frontier and
Equinox Projects. To learn more, please visit
www.silverbirchenergy.com. About the Frontier Project The Frontier
project, which includes Equinox (Lease 14), is a proposed
truck-and-shovel oil sands mining project located in north-eastern
Alberta on the west side of the Athabasca River. On November 25,
2011, a regulatory application was filed with the Alberta Energy
Resources Conservation Board, Alberta Environment and the Canadian
Environmental Assessment Agency. Subject to permitting, development
is expected to take place in phases, with eventual production of
more than 277,000 barrels of partially deasphalted bitumen per day.
A total of 2.8 billion barrels are expected to be produced over the
anticipated 30 year life of the project. The Frontier project will
make use of the best practices for sustainable and responsible
development, including technology for faster treatment of tailings,
barrier walls to control seepage, off-stream water storage capacity
so that water will not be required to be drawn from the Athabasca
River during low-flow periods, and a plan for full reclamation of
the project site. About SilverWillow Subject to completion of the
Plan of Arrangement, SilverWillow Energy Corporation will be a
Calgary, Alberta based pre-production oil sands company with a
portfolio of exploration leases in Canada's Athabasca oil
sands. This includes the 100% owned Audet lands which have
1.69 billion barrels of discovered bitumen initially-in-place as
determined by an independent assessment prepared by Sproule
Unconventional Ltd (the "Audet Report"). The Audet Report,
effective September 30, 2011, is based on the results
from the 2011 drilling program conducted by SilverBirch, and was
prepared in accordance with National Instrument 51-101 Standards of
Disclosure for Oil and Gas Activities and the Canadian Oil and Gas
Evaluation Handbook as published by the Society of Petroleum
Evaluation Engineers (Calgary Chapter) and the Petroleum Society of
Canada. The Audet lands, which comprise the two oil sands leases
418 and 271, are located 110 kilometres north-east of Fort
McMurray, and approximately 40 kilometres north of Cenovus
Energy Inc.'s proposed Telephone Lake project. Thirty-four core
holes were drilled in the area during the first quarter of 2011 to
evaluate the reservoir quality and bitumen characteristics, to
define the extent of the bitumen resource and to provide an initial
indication of the cap rock integrity for assessment of potential
recovery processes. In addition, SilverBirch has engaged an
independent engineering consulting company to conduct a preliminary
assessment of the cap rock integrity within the Audet lands.
SilverBirch has also commenced operations on its 2012 Audet winter
field program, which is expected to comprise further resource
delineation drilling; additional cap rock evaluation, including
mini-frac tests; hydrogeological investigations and a 2D seismic
acquisition program. Full details respecting the resources
assessments associated with the Audet Lands is provided in
SilverBirch's October 13, 2011 news release filed under
SilverBirch's profile on SEDAR at www.sedar.com. Forward Looking
Information Advisory This news release contains "forward-looking
information" within the meaning of applicable securities
laws. Forward-looking information is frequently characterized
by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate" , "potential" and other similar words, or
statements that certain events or conditions "may" or "will"
occur. The forward-looking information in this news release
relates, but is not limited to, statements with respect to the
arrangement and timing of the completion of the arrangement,
expectations respecting the net working capital of
SilverWillow on the commencement of its operations, expectations
respecting Audet in-situ oil sands prospects, the exploration
potential of the Birch Mountains leases and other lands to be
transferred to SilverWillow, development plans and expectations and
production estimates for the Frontier project, life of the Frontier
project and expectations and planning for the proposed 2012 winter
field program on the Audet lands. Information relating to
"resources" is forward-looking information, as it involves the
implied assessment, based on estimates and assumptions, that the
resources described exist in the quantities predicted or estimated,
and can be profitably produced in the future. The forward-looking
information set out in this news release, is based on certain
expectations and assumptions regarding, among other things, the
terms of the arrangement agreement and the plan of arrangement,
receipt of necessary approvals, the geography of the areas in which
Teck and SilverBirch are conducting exploration and development
activities, the sufficiency of budgeted capital expenditures in
carrying out planned activities, the accuracy of testing results
and seismic data, the accuracy of resource estimates and the
general continuance of current or, where applicable, assumed
operational, regulatory and industry conditions. In general,
estimates of bitumen are based upon a number of factors and
assumptions made as of the date on which the resource estimates
were determined, such as geological and engineering estimates,
which have inherent uncertainties. These expectations and
assumptions are based on certain factors and events that are not
within the control of Teck, SilverBirch or SilverWillow and there
is no assurance they will prove to be correct. Forward-looking
information is subject to known and unknown risks and uncertainties
and other factors which may cause actual results, levels of
activity and achievements to differ materially from those expressed
or implied in such forward-looking information. Such risks,
uncertainties and factors include, among others, the arrangement is
subject to the satisfaction of customary closing conditions, the
approval of the SilverBirch shareholders and the approval of the
Court, the arrangement may not be completed in the manner or on the
timelines currently contemplated, or at all, the development of the
Frontier project may not occur in the manner currently contemplated
and the results of such development may not be as currently
anticipated, risks relating to the early stage of development of
the Audet assets and the general risks associated with exploring
for, developing and producing bitumen. For reasons currently
unforeseen, the proposed 2012 winter field program on the Audet
lands may not occur in the manner or on the timelines currently
anticipated or at all. In addition, there are numerous
uncertainties inherent in estimating bitumen, including many
factors beyond the control of Teck, SilverBirch and SilverWillow.
There is no certainty that it will be commercially viable to
produce any portion of the resources attributed to the Audet lands.
Additional risks relating to the business and operations of Teck
and SilverBirch are set forth in each company's continuous
disclosure documents filed under their respective profiles on SEDAR
at www.sedar.com. Teck and SilverBirch undertake no obligation to
update forward-looking information if circumstances or management's
estimates or opinions should change, except as required by
law. The reader is cautioned not to place undue reliance on
forward looking information. 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. SilverBirch Energy
Corporation CONTACT: Teck Investor Contact: Teck Media Contact:Greg
Waller Marcia SmithTeck Resources Limited Teck Resources
LimitedTel.: (604) 699-4014 Tel.: (604) 699-4616email:
greg.waller@teck.com email: marcia.smith@teck.comSilverBirch
Investor Contact: SilverBirch Media Inquiries: Howard Lutley
Karissa BoleySilverBirch Energy Corporation NATIONAL Public
RelationsTel.: (403) 538-7004 Tel.: (403) 531-0331 ext. 486email:
mail@silverbirchenergy.com Email: kboley@national.ca
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