CALGARY, ALBERTA--(Marketwire - Aug. 7, 2012) - Open Range Energy Corp. ("Open Range") (ONR.TO) is pleased to announce that it has entered into an amended and restated arrangement agreement (the "Amended and Restated Arrangement Agreement") with Peyto Exploration & Development Corp. ("Peyto") to amend certain terms of the arrangement agreement between Open Range and Peyto dated July 2, 2012 (the "Arrangement Agreement"), whereby Peyto agreed to acquire all of the common shares of Open Range ("Open Range Shares") pursuant to a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta).
Pursuant to the previously announced terms of the Arrangement Agreement, holders ("Open Range Shareholders") of Open Range Shares were to receive 0.0696 (the "Exchange Ratio") of a common share of Peyto (a "Peyto Share") for each Open Range Share held (the "Amended Arrangement").
Under the terms of the Amended and Restated Arrangement Agreement, Peyto has agreed to increase the consideration payable to Open Range Shareholders by increasing the Exchange Ratio to 0.0723 of a Peyto Share for each Open Range Share held.
In addition, the non-completion fee payable by Open Range to Peyto in certain circumstances has been increased from $5.0 million to $8.5 million. Substantially all other terms of the Arrangement Agreement, including non-solicitation and right to match provisions remain the same.
The increase in the consideration resulted from Open Range having received an unsolicited proposal from a third party.
The Board of Directors of Open Range has unanimously determined that the Amended Arrangement is in the best interests of Open Range and is fair to Open Range Shareholders. The Board of Open Range has unanimously approved the Amended and Restated Arrangement Agreement and has unanimously determined to recommend that Open Range Shareholders vote in favour of the Amended Arrangement.
The special meeting of Open Range Shareholders to consider the Amended Arrangement will continue to be held at 10:00 a.m. (Calgary time) on August 14, 2012 in the Strand - Tivoli Room of the Metropolitan Conference Centre located at 333 - 4th Avenue S.W., Calgary, Alberta.
The parties continue to anticipate that the Amended Arrangement will be completed on or about August 14, 2012 subject to obtaining shareholder and Court approval and the required governmental and regulatory approvals and satisfying other usual and customary conditions contained in the Amended and Restated Arrangement Agreement.
National Bank Financial Inc. acted as financial advisor to Open Range.
Complete details of the terms of the Amended Arrangement are set out in the Amended and Restated Arrangement Agreement (which will be filed by Open Range on SEDAR) and the Arrangement Agreement, which has been filed on SEDAR and is available for viewing under Open Range's profile on www.sedar.com.
About Open Range
Open Range is a publicly traded Canadian energy company with focused operations in the Deep Basin region of Alberta. Further information about Open Range may be found in its continuous disclosure documents filed with Canadian securities regulators at www.sedar.com.
Forward Looking Information
Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, statements regarding completion of the Arrangement, the timing of the meeting and the anticipated results therefrom.
Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although Open Range believes that the expectations reflected in its forward-looking information is reasonable, undue reliance should not be placed on forward-looking information because Open Range cannot give assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding the ability of Open Range and Peyto to obtain all required approvals for the transaction, including, but not limited to, shareholder, Court and regulatory approvals.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Open Range and described in the forward-looking information. The material risk factors affecting Open Range and its business are contained in Open Range's Annual Information Form which is available under Open Range's issuer profile on SEDAR at www.sedar.com. The forward-looking information contained in this press release is made as of the date hereof and Open Range undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward looking information contained in this press release is expressly qualified by this cautionary statement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Toronto Stock Exchange has neither approved nor disapproved the contents of this press release.
- Investment & Company Information
Open Range Energy Corp.
President and CEO