CALGARY, ALBERTA–(Marketwired – April 22, 2015) – Arcan Resources Ltd. (TSX VENTURE:ARN) (“Arcan” or the “Corporation”) is pleased to announce that today it has entered into an arrangement agreement (the “Arrangement Agreement”) with Aspenleaf Energy Limited (“Aspenleaf”) pursuant to which Aspenleaf will, subject to certain conditions, acquire all of the issued and outstanding common shares of Arcan (“Shares”) for $0.11 per share in cash (the “Arrangement”). The consideration offered for the Shares pursuant to the Arrangement represents a 112% premium over the 10 day weighted average trading price of the Shares on the TSX Venture Exchange (“TSXV”).
Terry McCoy, CEO of Arcan, stated “we are extremely pleased to have entered into an Arrangement Agreement with Aspenleaf to provide an opportunity for Arcan shareholders to monetize their investment at an attractive premium to recent trading. Based upon the current commodity price environment and after actively reviewing the options available to the shareholders of Arcan, we believe this transaction offers attractive value.”
The terms of the Arrangement Agreement were negotiated at arm’s length between Arcan and Aspenleaf and have been unanimously approved by the boards of directors of both Arcan and Aspenleaf. The directors and officers of Arcan and certain institutional shareholders of Arcan have entered into lock-up agreements with Aspenleaf to vote the Shares held, directed or controlled by such persons representing approximately 35% of the outstanding Shares, in favour of the Arrangement. The board of directors of Arcan, on the recommendation of a committee of independent directors, unanimously recommends that Arcan shareholders vote in favour of the Arrangement.
Scotiabank is acting as lead financial advisor to Arcan and has provided the board of directors of Arcan with a fairness opinion regarding the proposed transaction. A copy of Scotiabank’s fairness opinion will be included in the information circular to be sent to Arcan shareholders for the special meeting to be called to consider the Arrangement. RBC Capital Markets is also acting as a financial advisor to Arcan. Blake, Cassels and Graydon LLP is acting as legal counsel to Arcan.
TD Securities Inc. is acting as exclusive financial advisor to Aspenleaf. Osler, Hoskin & Harcourt LLP is acting as legal counsel to Aspenleaf.
The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Arcan, subject to customary “fiduciary out” provisions that entitle Arcan to consider and accept a superior proposal and a right in favour of Aspenleaf to match any superior proposal. The Arrangement Agreement provides for a $10.0 million termination fee payable by Arcan in certain circumstances if the Arrangement is not completed by Arcan and a reciprocal $10.0 million termination fee payable by Aspenleaf in certain circumstances if the Arrangement is not completed by Aspenleaf.
Completion of the transaction is subject to receipt of court approval, approval by Arcan’s shareholders, and receipt of all necessary regulatory approvals, including the approval of the TSXV, as well as other customary closing conditions. Arcan’s shareholders will be asked to vote on the transaction at a special shareholders’ meeting and the completion of the Arrangement will require the approval of two-thirds of the votes cast by shareholders in person or by proxy at the meeting.
An information circular regarding the Arrangement is expected to be mailed to shareholders in early May for a special meeting of the holders of common shares to take place in early June 2015, with closing expected to occur shortly thereafter.
In order to facilitate the completion of the Arrangement, Arcan has entered into an amendment agreement with the lenders under its senior credit facility. The amendment provides for an extension of the maturity date from May 28, 2015 to July 31, 2015, the outside date in the Arrangement Agreement. The lenders will have the right to immediately redetermine Arcan’s borrowing base in the event the arrangement agreement is terminated after May 28, 2105 and before July 31, 2015.
A copy of the Arrangement Agreement and the information circular and related documents will be filed with Canadian securities regulators and will be available on Arcan’s profile at www.sedar.com.
Arcan intends to reschedule its annual general meeting, which had been planned for June 24, 2015, pending the outcome of the special meeting to approve the Arrangement.
About Arcan Resources Ltd.
Arcan Resources Ltd. is an Alberta, Canada corporation that is principally engaged in the exploration, development and acquisition of petroleum and natural gas located in Canada’s Western Sedimentary Basin.