Canada Gas Corp. announces intent to acquire Flying A Petroleum LTD.
Canada Gas Corp. announces a proposal to acquire all of the outstanding shares of Flying A Petroleum Ltd. on the basis of 6 (six) Flying A shares for 1 (one) Canada Gas share.
This proposal follows on an agreement announced September 2007, whereby Bighorn Petroleum Ltd., Flying A, Canada Gas Corp (formerly Wyn Developments Inc.) and Tenaka Drilling Consortium Ltd. would amalgamate to consolidate each Company’s respective assets into one entity. Notwithstanding the agreement of the parties, negotiations did not result in a formal amalgamation and subsequently, Wyn Developments Inc. spun off its mineral assets, restructured its share capital, and changed its name to Canada Gas Corp. (tsx.v: CJC). It has been the Company’s consistent belief that a combination of the companies holding shared interests in two northeastern British Columbia gas plays is the ideal strategic direction for the companies, enabling the attraction of strong technical management and financial assistance to position the projects for success. This offer represents the next step in the Company’s plan to bring about these benefits. The elimination of duplicate costs for audits, reserve reports, accounting, office space, management, legal fees and the like would result in significant cost savings that could be re-deployed. The increased scale of Canada Gas after the acquisition of Flying A will enhance financial strength providing improved access for project capital.
For Flying A shareholders, the proposal represents:
– An opportunity through which they may obtain shares which will trade on the TSX Venture Exchange, in exchange for Flying A shares currently subject to a cease trade order. – Enhanced liquidity for Flying A’s shareholders in the form of Canada Gas shares; – A better opportunity for the development of the Northeastern B.C natural gas interests owned by the two companies; – By virtue of the enhanced scale of CJC upon completion of the offer the greater opportunity to secure financial and technical resources to manage and develop the Company’s gas assets; – Increased financial strength, enhanced cash flow from current production and improved access to capital;
– The opportunity for operational and administrative synergies
An unsolicited proposal respecting the acquisition of all of the outstanding common shares of Flying A by the Company was presented to management of Flying A late Friday afternoon, August 1st, 2008, with a response requested from management by 5 pm, Tuesday August 5th, 2008. The Company was advised that due to a currently imposed cease trade order respecting Flying A’s common shares, Flying A and its shareholders are prohibited from negotiating and or entering into a transaction that would involve the common shares of Flying A, including a takeover bid, without a partial revocation of said cease trade order. To resolve this issue, the Company proposes to make an application to the appropriate regulatory authorities for a partial revocation of the cease trade order for the purpose of executing and completing this proposal.
If the Company is successful in obtaining a revocation of the cease trade order, it intends to commence a formal takeover bid by mailing a formal offer and takeover bid circular to Flying A shareholders in adherence with all regulatory and TSX Venture exchange requirements. The offer will be subject to certain conditions, including receipt of all necessary regulatory clearances, absence of material adverse changes and acceptance of the offer by Flying A shareholders holding such number of common shares of Flying A as the Company considers sufficient to justify proceeding with the acquisition. No threshold amount has yet been determined by the Company in this regard.
Subject to the receipt of the partial revocation order, the Company will attempt to execute lock-up agreements with Flying A’s significant shareholders under which they would agree to tender shares to a take over bid.
The Company reserves the right to perform five days of due diligence on Flying A and reserves the right to amend or retract the proposal should the actual assets under Flying A ownership materially differ than as publicly disclosed by Flying A.
If successful, the Company hopes to complete the transaction on or before October 15th 2008. The Company intends to complete the transaction in conjunction with planning exploration and development activities for winter 2008/2009.
This news release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of the Company or Flying A, nor is it intended to represent the commencement of a formal bid to acquire common shares of Flying A. Such an offer, if and when it is made, will be made pursuant to a formal offer and takeover bid circular filed with the securities regulatory authorities in Canada and mailed to the shareholders of Flying A in accordance with applicable regulatory requirements.
This proposal is subject to all regulatory requirements and approvals.
For more information on Canada Gas Corp., please visit www.canadagas.ca or call 1-888-685-5851.