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Bankers Petroleum Ltd. enters into definitive agreement to be acquired by an affiliate of Geo-Jade Petroleum Corporation
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Bankers Petroleum Ltd. enters into definitive agreement to be acquired by an affiliate of Geo-Jade Petroleum Corporation
Canada NewsWire
CALGARY, March 20, 2016
CALGARY, March 20, 2016 /CNW/ - Bankers Petroleum Ltd. ("Bankers") (TSX: BNK, AIM: BNK) is pleased to announce that it has entered into a definitive agreement (the "Arrangement Agreement") with 1958082 Alberta Ltd. (the "Purchaser") and Charter Power Investment Limited ("Charter Power") for the purchase of all the issued and outstanding common shares of Bankers ("Bankers Shares") at a cash price of C$2.20per Bankers Share. The Purchaser and Charter Power are affiliates of Geo-Jade Petroleum Corporation ("Geo-Jade"), one of the largest independent oil and gas exploration and production companies in China. The transaction will be effected by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The Arrangement values Bankers at approximately C$575 million before the assumption of the outstanding indebtedness of Bankers.
Highlights
Cash price of C$2.20 per Bankers ShareThe Arrangement has received the unanimous approval of the Board of Directors of Bankers (the "Bankers Board") and carries the full support of Bankers' management teamThe Purchaser brings a considerable new investment focus to the Bankers portfolio of assetsBankers' corporate and technical headquarters will remain based inCalgary, Canada, with operational offices in Albania, Hungary andRomania
The transaction price represents a premium of 98% over Bankers' closing share price on the Toronto Stock Exchange ("TSX") of C$1.11 on March 18, 2016, and 109% over the 30-trading day volume weighted average trading price of Bankers Shares of C$1.05 per share ending on March 18, 2016.
David French, President and Chief Executive Officer of Bankers commented: "The proposed transaction provides Bankers with the opportunity to return value to our shareholders at a significant premium to the current market valuation, while offering Bankers added financial resources to accelerate our activity in Albania and capitalize on the potential created by the current commodity price environment. This transaction will generate substantial economic benefit for Albania and the local communities in which Bankers operates. We look forward to working alongside our new investors to deliver the asset possibilities before us."
Following a successful transaction, the Purchaser will support the Bankers' leadership and employee base to capitalize on the experience and depth of the Bankers team. The Purchaser plans to realize the joint vision of both companies to grow the business with enhanced investment into its Albanian operations, while concurrently focusing on growth opportunities in the global marketplace.
Information on the Transaction
Following an extensive review and analysis of the proposed transaction and consideration of other available alternatives, the Bankers Board has unanimously determined that the Arrangement is in the best interests of Bankers and its shareholders. The Bankers Board has unanimously approved the Arrangement and determined to recommend that Bankers' shareholders vote in favour of the Arrangement. Each of the senior officers and directors of Bankers, representing in aggregate approximately six percent of the outstanding Bankers Shares (on a fully diluted basis), have entered into voting support agreements with the Purchaser in connection with the transaction, pursuant to which they have agreed to vote in favour of the approval of the Arrangement. The Bankers Board has received from its financial advisor, FirstEnergy Capital LLP, an opinion that, as of the date of the Arrangement Agreement, and subject to the assumptions and qualifications contained therein, the consideration proposed to be paid to Bankers' shareholders is fair from a financial point of view (the "Fairness Opinion").
The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Bankers, subject to "fiduciary out" provisions that entitle Bankers to consider and accept a superior proposal and a right in favour of the Purchaser to match any superior proposal. The Arrangement Agreement also provides for a mutual non-completion fee ofUS$20 million if the Arrangement Agreement is terminated in certain circumstances. This includes payment in favour of the Purchaser if Bankers enters into an agreement with respect to a superior proposal, or if the Bankers Board withdraws or modifies its recommendation with respect to the Arrangement. Payment in favour of Bankers would occur if the Purchaser is unable to complete the funding of its obligation to acquire the Bankers Shares or in other circumstances.
Completion of the Arrangement is subject to customary closing conditions, including receipt of court, shareholder and regulatory approvals, such as those required under the Investment Canada Act and approvals required by the People's Republic of China. Bankers' shareholders will be asked to vote on the Arrangement at a special meeting of the shareholders of Bankers (the "Special Meeting") and the completion of the Arrangement will require the approval of two-thirds of the votes cast by shareholders in person or by proxy at the Special Meeting.
As a result of this Arrangement, the previously announced Annual General Meeting will be deferred. An information circular regarding the Arrangement is expected to be mailed to the shareholders of Bankers in April for a Special Meeting anticipated to be held before the end of May. Further details will be announced as they become available. Provided the Arrangement is approved at the Special Meeting and necessary regulatory approvals obtained, closing is expected to take place by the end of June. Following a successful transaction, the Purchaser intends to apply for the cancellation of Bankers' listing on both the TSX and AIM exchanges.
A copy of the Arrangement Agreement and the information circular and related documents will be filed with Canadian securities regulators and will be available at www.sedar.com.
Recommendation of the Bankers Board
Based on the Fairness Opinion and the recommendation of the Special Committee of the Bankers Board and after consulting with its financial and legal advisors, among other things, the Bankers Board has unanimously: (i) determined the Arrangement is in the best interests of Bankers and its shareholders; (ii) resolved to recommend that Bankers' shareholders vote in favour of the Arrangement; and (iii) determined that the consideration to be received by Bankers' shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Bankers' shareholders.
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