Aspenleaf is back......to buy ARN's neighbourCALGARY, ALBERTA–(Marketwired – Dec. 8, 2014) -Coral Hill Energy Ltd. (“Coral Hill“) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement“) with Aspenleaf Energy Limited (“Aspenleaf“) pursuant to which Aspenleaf will acquire all of the issued and outstanding common shares (“Common Shares“) of Coral Hill by way of a plan of arrangement (the “Arrangement“) on the basis of, at the election of each shareholder: (i) $2.80 cash per share; and/or (ii) 2.8 class A common shares in the capital of Aspenleaf (each share, an “Aspenleaf Share“) for each Common Share, subject to a maximum of approximately 115.8 million Aspenleaf Shares.
The terms of the Arrangement Agreement have been unanimously approved by both the boards of directors of Coral Hill and Aspenleaf. The directors and officers of Coral Hill and a major institutional shareholder of Coral Hill have entered into lock-up agreements with Aspenleaf to vote the Coral Hill Shares held, directed or controlled by such persons (approximately 40% of the outstanding Coral Hill Shares), in favor of the Arrangement. Additionally, all directors, officers and a certain major shareholder of Coral Hill have agreed to elect to receive, subject to the maximum number of Aspenleaf Shares issuable pursuant to the Arrangement, an aggregate of approximately 57.9 million Aspenleaf Shares in connection with the Arrangement. The board of directors of Coral Hill has unanimously determined that the Arrangement is in the best interests of Coral Hill and has determined to recommend that the Coral Hill shareholders vote in favor of the Arrangement.
FirstEnergy Capital Corp. is acting as financial advisor to Coral Hill and has provided a verbal opinion that the consideration to be received by the Coral Hill shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Coral Hill shareholders. TD Securities Inc. is acting as financial advisor to Aspenleaf.
The Arrangement will be subject to the approval of not less than 66 2/3% of the votes cast by Coral Hill shareholders at a special meeting of shareholders expected to be held in January 2015. Closing is subject to certain other conditions, including court and other regulatory approvals. Closing of the Arrangement is expected to occur in late January 2015 or early February 2015. An information circular with further details in respect of Coral Hill, Aspenleaf and the Arrangement is expected to be mailed to shareholders in late December 2014.
Aspenleaf is a private oil and gas company that is focused on the acquisition and exploitation of light oil and liquids-rich gas assets in Western Canada. Aspenleaf is run by a highly experienced team, with combined industry experience of well over 100 years and headed by President & CEO, Bryan Gould. Aspenleaf is backed by ARC Financial Corp, a Canadian energy-focused private equity manager, and Ontario Teachers’ Pension Plan, Canada’s largest single-profession pension plan, with more than $140 billion in net assets.
Coral Hill is a private Alberta based corporation actively engaged in the exploration, development and production of crude oil and natural gas in Alberta.