Hyperion to sell itself to Tri-Win for $31.9-million
Hyperion to sell itself to Tri-Win for $31.9-million
2014-11-20 07:59 ET - News Release
Mr. Trevor Spagrud reports
HYPERION EXPLORATION CORP. TO BE ACQUIRED BY TRI-WIN INTERNATIONAL INVESTMENT GROUP INC.
Hyperion Exploration Corp. has entered into an agreement with Tri-Win International Investment Group Inc. pursuant to which Tri-Win has agreed to purchase all of the issued and outstanding common shares of the company at a cash price of 14 cents per common share for consideration of approximately $31.9-million, which includes the assumption of debt of Hyperion.
The Transaction will be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The consideration offered for the Common Shares pursuant to the Arrangement represents a 100% premium over the weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") over the last 20 trading days.
THE ARRANGEMENT AGREEMENT
The Arrangement is subject to customary conditions for a transaction of this nature, which include court approvals, the approval of 66 2/3% of shareholders of Hyperion ("Hyperion Shareholders") represented in person or by proxy at a special meeting of Hyperion Shareholders to be called to consider the Arrangement and, if required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, "majority of the minority" approval after excluding the votes cast in respect of Common Shares held by certain directors and officers of the Company.
An information circular regarding the Arrangement is expected to be mailed to Hyperion Shareholders in December 2014 for a special meeting of the Hyperion Shareholders to take place on or about January 6, 2015 (the "Hyperion Meeting"). Closing of the Arrangement is expected to occur on or about January 9, 2015.
National Bank Financial Inc. is acting as financial advisor to Hyperion in connection with the Arrangement and has provided the board of directors of Hyperion with its verbal opinion that, as of the date thereof, subject to the review of final documentation related to such opinion and the Arrangement, and certain assumptions, limitations and qualifications contained therein, the consideration to be received by the Hyperion Shareholders is fair, from a financial point of view, to the Hyperion Shareholders.
The board of directors of Hyperion has unanimously approved the Arrangement Agreement and, based on a number of factors, including the fairness opinion provided by National Bank Financial Inc., determined that the Arrangement is in the best interests of Hyperion, and unanimously resolved to recommend that Hyperion Shareholders vote in favour of the Arrangement. Management and directors of Hyperion holding approximately 6.0% of the issued and outstanding Common Shares have entered into support agreements to vote their Common Shares in favour of the Arrangement at the Hyperion Meeting.
Under the terms of the Arrangement Agreement, Hyperion has agreed that it will not solicit or initiate any inquiries or discussions regarding any other business combination or sale of assets. Hyperion has granted Tri-Win the right to match any superior proposals. The Arrangement Agreement also provides for a reciprocal non-completion fee of $1.4 million payable under certain circumstances. For more information on the Arrangement and the Arrangement Agreement, please refer to the full Arrangement Agreement, a copy of which will be filed by Hyperion on SEDAR and will be available for viewing under its profile on www.sedar.com.
Tri-Win is a private company, incorporated in Ontario, Canada. Raymond James Ltd. is acting as exclusive financial advisor to Tri-Win with respect to the Transaction.
We seek Safe Harbor.