TUSK Energy Takeover Bid
posted on
Feb 10, 2009 05:15AM
Connacher is a growing exploration, development and production company with a focus on producing bitumen and expanding its in-situ oil sands projects located near Fort McMurray, Alberta
Here is a predominantly natural gas company with a bit more conventional oil and gas production than Connacher has and it got a bid today that is 150% greater than yesterdays share price. On February 9 Tusk shares sold for 0.86 cents Canadian. It shows that Connacher's share price is highly undervalued. The individual parts of Connacher are evidently worth a lot more than the whole company as an entity.
News from Marketwire
09:17 EST Tuesday, February 10, 2009
CALGARY, ALBERTA--(Marketwire - Feb. 10, 2009) - TUSK Energy Corporation ("TUSK") (TSX:TSK) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Polar Star Canadian Oil and Gas, Inc. ("Polar"), a venture indirectly owned by the Teachers Insurance and Annuity Association of America ("TIAA"). Under the terms of the Arrangement Agreement, Polar will acquire all of the issued and outstanding common shares of TUSK for cash consideration of CDN$2.15 per TUSK share, by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The cash consideration of CDN$2.15 per TUSK share under the Arrangement Agreement represents a 165% premium to the weighted average trading price of the TUSK shares for the 20 trading days ending February 9, 2009 and a 150% premium over the closing price of the TUSK shares on February 9, 2009 of CDN$0.86. Including the assumption of indebtedness, the aggregate value of the transaction is approximately CDN$257 million.
The Board of Directors of TUSK (the "TUSK Board") unanimously approved the Arrangement and unanimously recommends that shareholders vote in favour of the transaction. All of the members of the TUSK Board and TUSK's executive officers, who collectively own approximately 7.7% of the outstanding TUSK shares, have entered into lock-up agreements with Polar in respect of the proposed transaction and have confirmed their intention to vote their TUSK shares in favour of the Arrangement.
Macquarie Capital Markets Canada Ltd. and Scotia Waterous Inc., TUSK's financial advisors, have each provided the TUSK Board with their respective verbal opinions that, as of the date hereof, the consideration to be received by TUSK's shareholders pursuant to the proposed Arrangement is fair, from a financial point of view. Peters & Co. Limited acted as financial advisor to Polar with respect to the acquisition of TUSK.
The Arrangement is subject to a number of conditions including, but not limited to, the approval of: (a) at least 66 2/3% of the votes cast in person or by proxy at a special meeting of TUSK's shareholders, and (b) a majority of the votes cast by minority shareholders, as well as court and regulatory approvals (including pursuant to the Investment Canada Act) and other customary conditions. An information circular regarding the Arrangement is expected to be mailed to TUSK shareholders in late February for a meeting expected to be held in late March, with completion of the Arrangement shortly thereafter.
Under the Arrangement Agreement, TUSK has agreed that it will not solicit or initiate any discussions concerning the pursuit of any other acquisition proposals. TUSK has also agreed to pay a termination fee in an amount equal to CDN$7.7 million to Polar in certain circumstances. In addition, Polar has the right to match any competing proposal for TUSK in the event such a proposal is made. TUSK and Polar have each further agreed to pay the other party an expense reimbursement fee equal to the out-of-pocket expenses incurred in connection with the Arrangement Agreement and the transactions contemplated thereby, up to a maximum of CDN$2.0 million, if the Arrangement Agreement is terminated by such party under certain circumstances.
Best Wishes; Scott