/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE U.S./
(TSX: LNV)
CALGARY, Feb. 10, 2014 /CNW/ - Longview Oil Corp. ("Longview" or the
"Company") announces today that it has received an unsolicited
non-binding proposal (the "Proposal") from a public oil and gas company
(the "Interested Party") to purchase all of the issued and outstanding
shares of Longview ("Longview Shares"). Under the non-binding Proposal,
the Interested Party proposes to purchase the Longview Shares in
exchange for shares of the Interested Party. The Proposal is based on
an exchange ratio representing a premium to the closing trading price
for the Longview Shares relative to the closing trading price of the
shares of the Interested Party on the date the Proposal was received.
Longview is required by applicable securities laws to disclose the
Proposal as Longview will be filing its short form prospectus later
today in respect of the distribution of its common shares held by
Advantage Oil & Gas Ltd. pursuant to a secondary offering (the
"Secondary Offering").
The Board of Directors (the "Board") of Longview has formed a special
committee of independent directors (the "Special Committee") comprised
of Messrs. Douglas Baker, Daryl Gilbert and Steven Sharpe to consider
the Proposal. In order to properly evaluate the Proposal, the Special
Committee will be seeking the advice and assistance of a financial
advisor, and expects that that financial advisor will be retained
imminently.
In addition, as the Secondary Offering will result in Longview becoming
a widely held company, the Board has adopted a Shareholder Rights Plan
(the "Rights Plan"). The Rights Plan is designed to provide
shareholders, the Board and the Special Committee with adequate time to
consider and evaluate any unsolicited bid made for the Company, to
encourage the fair treatment of shareholders in connection with any
unsolicited take-over bid for the Company and to assist in ensuring
that any proposed transaction is in the best interests of the Company
and its shareholders.
The Board did not adopt the Rights Plan to prevent a take-over of the
Company, to secure the continuance of management, the directors of the
Board in their respective offices or to defer offers for the Longview
Shares. The issuance of the rights will not change the manner in which
shareholders trade their Longview Shares.
The Rights Plan is similar to other rights plans adopted by many
Canadian public companies. The Rights Plan is not triggered if an offer
to acquire Longview Shares is made as a "permitted bid" and thereby
allows sufficient time for the Board and shareholders to consider and
react to the offer. The plan will be available for viewing at www.SEDAR.com.
The Rights Plan is effective immediately. The Rights Plan must be
confirmed by shareholders at a meeting to be held within six months.
Adoption of the Rights Plan is subject to the acceptance of the Toronto
Stock Exchange.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of Longview in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. These securities have not been and will not be registered
under the U.S. Securities Act or any U.S. state securities laws and may
not be offered or sold in the United States except in compliance with
the registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws or pursuant to an exemption therefrom.
Advisory
The information in this press release contains certain forward-looking
statements. These statements relate to future events or our future
intentions or performance. All statements other than statements of
historical fact may be forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of words
such as "forecast", "seek", "anticipate", "plan", "continue",
"estimate", "demonstrate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe", "would" and similar expressions and include
statements relating to, among other things, the timing of filing
Longview's short form prospectus and the expectation of appointing a
financial advisor. Longview's actual decisions, activities, results,
performance or achievement could differ materially from those expressed
in, or implied by, such forward-looking statements. These statements
involve substantial known and unknown risks and uncertainties, certain
of which are beyond Longview's control, including, but not limited to:
the impact of general economic conditions; actions by governmental or
regulatory authorities; changes in commodity prices, currency exchange
rates, interest rates capital expenditures, reserves or reserves
estimates and debt service requirements; the occurrence of unexpected
events and liabilities from the exploration for, and the operation and
development of, oil and gas properties; changes or fluctuations in
production levels; stock market volatility and volatility in market
prices for oil and natural gas; uncertainties associated with
estimating oil and natural gas reserves; competition for, among other
things, capital, acquisitions of reserves, undeveloped lands and
skilled personnel; obtaining required approvals of regulatory
authorities; and ability to access sufficient capital from internal and
external sources. In addition, the Company cautions that there are no
assurances or guarantees that the Proposal will result in an acceptable
transaction. Many of these risks and uncertainties and additional risk
factors are described in the Company's Annual Information Form which is
available at www.sedar.com and www.longviewoil.com. Readers are also referred to risk factors described in other documents
Longview files with Canadian securities authorities. With respect to
forward-looking statements contained in this press release, Longview
has made assumptions regarding, among other things: conditions in
general economic and financial markets; commodity prices; effects of
regulation by governmental agencies; future exchange rates; future
operating costs; availability of skilled labor; availability of
drilling and related equipment; timing and amount of capital
expenditures; and the impact of increasing competition. These
forward-looking statements are made as of the date of this press
release and Longview disclaims any intent or obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events or results or otherwise, other than as
required by applicable securities laws.
SOURCE Longview Oil Corp.
