- Velvet Energy and Iron Bridge agree to friendly transaction with unanimous Iron Bridge Board support,
wherein Velvet has increased its cash consideration by 13% from $0.75 to $0.845 per Iron Bridge common share
- Including the assumption of net debt of $9.0 million and net proceeds from dilutive securities, total cash consideration
from Velvet is approximately $142 million
- Iron Bridge shareholders and all directors and officers, accounting for approximately 35% of outstanding Iron Bridge
common shares, have committed to tender their shares in support of Velvet’s all-cash offer
- Shareholders can tender today by contacting Kingsdale Advisors at 1-866-879-7650 or by e-mail at
contactus@kingsdaleadvisors.com
CALGARY, Alberta, Sept. 10, 2018 (GLOBE NEWSWIRE) -- Following a friendly negotiation with Iron Bridge
Resources Inc. (TSX: IBR) (“Iron Bridge”), Velvet Energy Ltd. (“Velvet”, “we”, “us” or “our”) today announces that it has
modified its May 22, 2018 offer to purchase all of the issued and outstanding common shares of Iron Bridge (the “Original
Offer”) to increase the cash consideration payable for each Iron Bridge common share from $0.75 to $0.845 (the
“Amended Offer”). Total cash consideration payable by Velvet under the Amended Offer, including the
assumption of estimated net debt of $9.0 million and net proceeds from dilutive securities, is approximately $142 million.
35% OF IRON BRIDGE SHAREHOLDERS ALREADY SUPPORT THE AMENDED OFFER
After consultation with its financial advisor, the Iron Bridge Board of Directors has determined that the
Amended Offer is in the best interest of Iron Bridge and is fair from a financial point of view, to its common shareholders, and
unanimously recommends that Iron Bridge shareholders accept the Amended Offer. All of Iron Bridge’s officers and directors,
as well as certain shareholders including Maple Rock Capital Partners and Bison Interests, LLC and their respective affiliates and
principals, have entered into agreements with Velvet pursuant to which they have committed to tender all of their Iron Bridge
common shares in favour of (and to otherwise support) the Amended Offer. These lock-up agreements represent approximately 35%
of Iron Bridge’s common shares.
Ken Woolner, Velvet Energy’s President & CEO, commented, “We are very pleased to have the engagement and
unqualified support of Iron Bridge’s Special Committee, Board of Directors and its largest shareholders in defining a path that is
a superior outcome for Iron Bridge shareholders. Our team looks forward to consolidating Iron Bridge’s land holdings in the Gold
Creek area with the goal of optimizing our highly synergistic businesses.”
KEY HIGHLIGHTS OF THE VELVET OFFER
Pursuant to the terms of a support agreement between Velvet and Iron Bridge, Velvet has agreed to increase the
cash consideration per Iron Bridge common share from $0.75 to $0.845. The Amended Offer represents a 13% increase in cash
consideration for Iron Bridge common shares, and a significant 78% premium to the closing price of Iron Bridge common shares on the
TSX on May 11, 2018, the last trading day prior to Velvet submitting its original $0.75 offer letter to the Iron Bridge Board of
Directors.
Velvet intends to file a notice of change and variation (the “Notice of Change and Variation”),
which, among other things, will: (i) amend certain terms of the Original Offer (including the increase to the cash consideration
payable per Iron Bridge common share from $0.75 to $0.845 for Iron Bridge shares taken-up under the Amended Offer); (ii) update
certain information set out in the Original Offer and associated take-over bid circular (the “Original Offer and
Circular“); and (iii) supplement information set out in the Original Offer and Circular, including lock-up agreements from
certain shareholders, officers and directors and other additional context for the Amended Offer.
Velvet expects that its Notice of Change and Variation and an amended letter of transmittal (updated to reflect
the additional cash consideration offered by Velvet) and Iron Bridge’s Notice of Change to Directors’ Circular will be filed
on SEDAR under Iron Bridge’s profile at www.sedar.com prior to the close of business on September 12, 2018. Under the Agreement,
the expiry time of the Amended Offer has been extended to 5:00 p.m. (Toronto time) on September 24, 2018, or such later date as
Velvet may require.
TENDER YOUR SHARES TODAY
Iron Bridge shareholders can tender their shares immediately by contacting Kingsdale Advisors, Velvet’s
Depositary and Information Agent, by telephone toll-free at 1-866-879-7650 within North America and at 1-416-867-2272 outside of
North America or by e-mail at contactus@kingsdaleadvisors.com.
Advisors
Velvet has retained BMO Capital Markets as its exclusive financial advisor and Bennett Jones LLP as its legal
advisor. Kingsdale Advisors is acting as strategic communications advisor and its Information Agent and Depositary.
Information Agent
For additional information, including assistance in depositing Iron Bridge shares to the offer, Iron Bridge
shareholders should contact Kingsdale, toll-free in North America at 1-866-879-7650 or call collect outside North America at
1-416-867-2272 or by email at contactus@kingsdaleadvisors.com.
About Velvet
Velvet Energy Ltd. is a privately-held, full-cycle exploration and production company. Focused in the
liquids-rich gas and light oil window of the Deep Basin of Alberta, the Company executes an organic growth business plan, including
early land capture, technical evaluation, exploration and development of internally generated prospects. Headquartered in Calgary,
Velvet has current production of approximately 28,000 boe per day and a focused land position consisting of over one million net
undeveloped acres spanning from its core liquids-rich Ellerslie development in the greater Edson area to early phase Montney light
oil exploration at Gold Creek.
Important Notice
Certain statements contained in this news release constitute forward-looking information within the meaning of
applicable securities laws. Forward-looking information can be generally identified by the use of words such as “anticipate”,
“continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar
expressions. Specifically, forward-looking information in this news release includes statements respecting the offer, including the
benefits, results, effects and timing of any such transaction and the completion thereof, if at all. Forward-looking statements in
this news release describe the expectations of Velvet as of the date hereof. These statements are based on assumptions and involve
known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those
anticipated in such forward-looking statements for a variety of reasons, including without limitation, the ability to obtain
regulatory approvals and meet the other conditions to any possible transaction. Although Velvet believes the expectations reflected
in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that
actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon.
For further information:
Ken Woolner
President and Chief Executive Officer
(403) 781-9134
Chris Theal
Chief Financial Officer
(403) 781-9162
Peter Henry
Vice President, Finance
(403) 781-9133
Media Contact:
Kingsdale Advisors
Ian Robertson, 416-867-2333
Executive Vice President, Communication Strategy
irobertson@kingsdaleadvisors.com
Cell: 647-621-2646
