Marketwire
CALGARY, ALBERTA--(Marketwired - Sept. 12, 2013) - Sure Energy Inc. (TSX:SHR) ("Sure Energy" or the "Company") announces that it has mailed to shareholders of record as of the close of business on September 6, 2013, a management information circular (the "Information Circular") and related materials in connection with the special meeting of the holders of common shares of Sure Energy ("Sure Energy Shareholders") to be held on October 9, 2013 (the "Meeting") to consider and, if deemed advisable, approve the acquisition by Tamarack Valley Energy Ltd. ("Tamarack") of all of the issued and outstanding common shares ("Sure Energy Shares") of Sure Energy in exchange for common shares ("Tamarack Shares") of Tamarack on the basis of 0.105 of a Tamarack Share for each Sure Energy Share (the "Arrangement") to be completed pursuant to a plan of arrangement under section 193 of the Business Corporations Act (Alberta).
Completion of the Arrangement is conditional on approval of the Arrangement by not less than 66 2/3% of the votes cast by the Sure Energy Shareholders represented in person or by proxy at the Meeting, approval of the Court of Queen's Bench of Alberta, the receipt of necessary regulatory and stock exchange approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. If all conditions to the Arrangement are satisfied or waived, it is anticipated that the Arrangement will be completed on or about October 9, 2013.
GMP Securities L.P. ("GMP") has provided the board of directors of Sure Energy (the "Sure Energy Board") with its opinion (the "Fairness Opinion") that, as of September 9, 2013, the consideration to be received by the Sure Energy Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Sure Energy Shareholders.
The Sure Energy Board has unanimously determined that, based on the Fairness Opinion, the Arrangement is fair to the Sure Energy Shareholders and is in the best interests of Sure Energy and the Sure Energy Shareholders. The Sure Energy Board has unanimously approved the Arrangement and the entering into of the Arrangement Agreement. Sure Energy Shareholders representing approximately 38.3% of the issued and outstanding Sure Energy Shares, including the management of Sure Energy and the Sure Energy Board, have entered into agreements with Tamarack pursuant to which they have agreed to vote their Sure Energy Shares in favour of the Arrangement.
The Sure Energy Board unanimously recommends that Sure Energy Shareholders vote in favour of the Arrangement.
Forward-looking Information
Certain statements contained in this release constitute forward-looking information. These statements relate to future events or Sure Energy's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Sure Energy's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. More particularly and without limitation, this news release contains forward-looking information with respect to the timing of the Meeting and the anticipated completion of the Arrangement and the timing thereof. The forward-looking information in this news release are based on certain expectations and assumptions made by Sure Energy, including the receipt, in a timely manner, of regulatory and shareholder approvals in respect of the Arrangement and the satisfaction of all conditions precedent to closing the Arrangement. The Information Circular and other documents filed with securities regulatory authorities (accessible through the SEDAR website www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.