NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION.
CALGARY, Alberta, Dec. 01, 2017 (GLOBE NEWSWIRE) -- A bidder group (collectively, the "Offeror") represented by Donald Staus, the President, CEO and a director of Carrick Petroleum Inc. ("Carrick" or the "Company") announces that the offer to acquire all of the issued and to be issued common shares ("Common Shares") of Carrick not currently owned by the Offeror for $0.03 per Common Share (the "Offer") has been accepted by holders of Common Shares representing approximately 54% of the total number of Common Shares outstanding, excluding those beneficially owned, or over which control or direction is exercised, by the Offeror and its affiliates and associates and any person acting jointly or in concert with the Offeror. As such, the minimum tender requirement under applicable Canadian securities laws has been satisfied and all other conditions to the Offer have been satisfied.
Computershare Investor Services Inc. (the "Depositary") has reported that as at 5:00 p.m. (Calgary time) on November 30, 2017 the expiry of the initial deposit period of the Offer, a total of 14,368,736 Common Shares were validly deposited under the Offer and not withdrawn. The Offeror has taken up and accepted for payment all such Common Shares. If Common Shares were tendered through brokers or financial intermediaries, holders of such Common Shares will receive payment for their shares through their broker or financial intermediary.
The Offer is being extended for the mandatory extension period until 5:00 p.m. (Calgary time) on December 11, 2017, unless further extended, to allow Carrick shareholders who have not yet tendered their Common Shares to the Offer an opportunity to do so.
The Offeror will file and mail to Carrick shareholders a corresponding notice of variation and extension regarding the extension of the expiry time of the Offer to 5:00 p.m. (Calgary time) on December 11, 2017, unless the Offer is further extended.
Shareholders who have previously validly deposited their Common Shares do not need to take any further action to accept the Offer. The Offeror will take up and pay for Common Shares validly deposited to the Offer during the mandatory extension period within 10 calendar days after any such deposit.
Immediately prior to this take up and payment, the Offeror owned 5,344,804 Common Shares, representing, on a non-diluted basis, approximately 17% of the issued and outstanding Common Shares. Following the take up and payment, the Offeror now owns and controls 19,713,540 Common Shares representing, on a non-diluted basis, approximately 62% of the issued and outstanding Common Shares. As described in the Offer and Circular (as amended), the Offeror is under no obligation to carry out a compulsory acquisition or subsequent acquisition transaction to acquire any Common Shares that are not validly deposited under the Offer prior to 5:00 p.m. (Calgary time) on December 11, 2017 and Carrick shareholders who have not deposited or do not deposit their Common Shares pursuant to the Offer prior to such time will continue to hold their Common Shares. As a result of the Offer, the Offeror and its affiliates currently hold more than 50% of the issued and outstanding Common Shares which will limit the ability of Carrick shareholders, subject to the provisions of applicable Canadian securities laws, to control the actions of Carrick.
This announcement is for information purposes only. The Offer is being made exclusively by means of, and subject to the terms and conditions set out in the notice of variation and extension and the offer documents previously filed under Carrick's profile on the SEDAR website at www.sedar.com (collectively, the "Offer Materials"). The Offer Materials, as they may be amended from time to time, contain important information, including the terms and conditions of the Offer, that should be read carefully before any decision is made with respect to the Offer.
Any questions relating to depositing common shares can be directed to:¶
Computershare Trust Company of Canada Within North America: 1-800-564-6253 Outside North America: 1-514-982-7555 E-mail: corporateactions@computershare.com
Caution Concerning Forward-Looking Statements
Certain statements made in this news release are forward-looking statements, including, but not limited to, statements relating to the timing of payment for Common Shares deposited to the Offer. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, the Offeror and Carrick cannot guarantee that any forward-looking statement will materialize and caution readers against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe the Offeror's expectations as of December 1, 2017 and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, neither the Offeror nor Carrick undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. For additional information on assumptions and risks underlying certain of the forward-looking statements made in this news release, please consult the notice of variation and extension which is available for review on Carrick's profile on the SEDAR website at www.sedar.com.
Contact
The full version of the Offer Materials and notice of variation and extension on Carrick's profile on the SEDAR website at www.sedar.com.
