Duvernay Oil Corp. TSX: DDV Jul 14, 2008 08:36 ETDuvernay Oil Corp.
TSX:
DDV
Jul 14, 2008 08:36 ET
Duvernay Oil Corp. Announces Sale to Shell Canada Limited for Approximately $5.9 Billion
CALGARY, ALBERTA--(Marketwire - July14, 2008) - Duvernay Oil Corp. (TSX:DDV) ("Duvernay") announced todaythat it has entered into a definitive agreement (the "Agreement")pursuant to which Shell Canada Limited ("Shell Canada") will make anall-cash offer (the "Offer") to acquire all of the issued andoutstanding common shares, on a fully diluted basis, of Duvernay by wayof a take-over bid. Under the Offer, shareholders of Duvernay willreceive $83.00 per share in cash, valuing the proposed transactionincluding indebtedness at approximately Cdn. $5.9 billion. The Offerrepresents a 36% premium to the weighted average trading price ofDuvernay's common shares on the TSX for the 20 trading days ending July11, 2008 and a 42% premium over Friday's closing price of $58.44. TheOffer will be subject to certain customary conditions, includingacceptance of the Offer by holders of at least 66 2/3% of theoutstanding common shares of Duvernay calculated on a fully dilutedbasis, and receipt of all required regulatory approvals.
The Boards of Directors of Duvernay Oil Corp. and Shell Canada haveunanimously approved the proposed transaction and the Board ofDirectors of Duvernay has concluded the transaction is in the bestinterest of its shareholders and will recommend that its shareholdersaccept the Offer. Peters & Co. Limited acted as exclusive financialadvisor to Duvernay and has provided the Board of Directors of Duvernaywith its opinion that the consideration to be received by Duvernayshareholders under the Offer is fair, from a financial point of view,to the holders of Duvernay common shares.
Duvernay has agreed to pay Shell Canada a non-completion fee in theamount of Cdn. $120 million in certain circumstances if the proposedtransaction is not completed. The Agreement includes customarynon-solicitation covenants and right to match provisions. Full detailsof the Offer will be included in the formal take-over bid circular andrelated documents, which will be mailed to all shareholders of Duvernayshortly.
The officers and directors of Duvernay Oil Corp. holdingapproximately 18.1% of the issued and outstanding shares of Duvernay ona fully diluted basis, have agreed to tender their shares, subject tocertain exceptions, and have entered into lock-up agreements with ShellCanada evidencing such commitment.
FORWARD LOOKING INFORMATION
Certain information set forth in this press release containsforward-looking statements. Forward-looking statements are subject tonumerous risks and uncertainties, most of which are beyond Duvernay'scontrol, including the impact of general economic conditions, industryconditions, volatility of commodity prices, currency fluctuations,imprecision of reserve estimates, environmental risks, competition fromother industry participants, the lack of availability of qualifiedpersonnel or management, stock market volatility and ability to accesssufficient capital from internal and external sources. Specificforward-looking statements contained in this news release include,among others, statements regarding the terms of the Offer, thecompletion of the Offer and the outcome of the Offer. Readers arecautioned that the assumptions used in the preparation of suchinformation, although considered reasonable at the time of preparation,may prove to be imprecise and, as such, undue reliance should not beplaced on forward-looking statements. Duvernay's actual results,performance or achievement could differ materially from those expressedin or implied by these forward-looking statements, and accordingly, noassurance can be given that any of the events anticipated by theforward-looking statements will transpire or occur, or if any of themdo so, what benefits that Duvernay will derive therefrom. Duvernay OilCorp. disclaims any intention or obligation to update or revise anyforward-looking statements, whether as a result of new information,future events or otherwise except as expressly required by applicablesecurities laws.