Baytex Energy Corp. (“Baytex”)(TSX, NYSE: BTE) and Raging River
Exploration Inc. (“Raging River”)(TSX: RRX) are pleased to announce
that two leading independent proxy advisory firms that provide
voting recommendations to institutional investors, Institutional
Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass
Lewis”), have each recommended that shareholders vote in favour of
the proposed plan of arrangement (the “Arrangement”) involving
Baytex and Raging River.
Recommendation to Raging River
Shareholders
ISS and Glass Lewis have recommended that
shareholders of Raging River vote FOR the special resolution to
approve the proposed Arrangement.
ISS noted, “The Arrangement makes strategic
sense as the combined company is expected to be a larger and more
diversified company and will have greater exposure to Canadian and
foreign institutional investors, thereby improving the company's
cost of capital. As current Raging River shareholders will own 57%
of the company they will continue to participate in the growth
opportunities associated with Raging River's historic business and
Baytex's business, while also continuing to have significant
representation of Raging River management and the Raging River
board on management and the Baytex board.”
Glass Lewis noted, “The combination offers
several benefits for Raging River shareholders, including
diversification to a high-quality asset portfolio with attractive
cash flow generation and growth potential, as well as scale and
capital which is required to develop the East Duvernay Shale oil
play assets. The structure and terms of the transaction enable
Raging River shareholders to retain meaningful ownership in a
larger, internally-funded and diversified asset portfolio, and to
participate in any revaluation potential and improved trading
liquidity, while also valuing Raging River at a modest premium to
its unaffected trading price.”
Recommendation to Baytex
Shareholders
ISS and Glass Lewis have recommended that
shareholders of Baytex vote FOR the ordinary resolution to approve
the issuance of Baytex shares to Raging River shareholders pursuant
to the Arrangement (the “Issuance Resolution”).
ISS noted, “The Arrangement makes strategic
sense as it is expected to create a larger North American oil
producer with a considerable capital market presence. The combined
company is expected to be larger, stronger, and more diverse than
Baytex on a stand-alone basis, with improvements in terms of
operating efficiencies and a strengthened balance sheet.”
Glass Lewis noted, “Given the opportunity to
participate as investors in a larger, more diversified,
better-funded and higher-profile company, we believe the proposed
arrangement is strategically and financially compelling. In our
opinion, the proposed exchange ratio represents a reasonable price
to pay given the expected strategic and financial benefits and the
opportunity to enhance shareholder value. Based on these factors,
along with the support of the board, we believe the proposed
arrangement is in the best interests of shareholders.”
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
For Raging River shareholders, the proxy voting
deadline is 9:30 a.m. (Calgary time) on Friday, August 17,
2018.
The Board of Directors of Raging River
UNANIMOUSLY recommends thatRaging River Shareholders vote IN FAVOUR
of the Arrangement
For Baytex shareholders, the proxy voting
deadline is 10:30 a.m. (Calgary time) on Friday, August 17,
2018.
The Board of Directors of Baytex UNANIMOUSLY
recommends thatBaytex Shareholders vote IN FAVOUR of the Issuance
Resolution
Raging River Meeting
The special meeting of Raging River shareholders
is scheduled to be held at 9:30 a.m. (Calgary time) on Tuesday,
August 21, 2018 in the Devonian Room at the Calgary Petroleum Club
located at 319 – 5th Avenue S.W., Calgary, Alberta.
Baytex Meeting
The special meeting of Baytex shareholders is
scheduled to be held at 10:30 a.m. (Calgary time) on Tuesday,
August 21, 2018 in the Devonian Room at the Calgary Petroleum Club
located at 319 – 5th Avenue S.W., Calgary, Alberta.
Additional information concerning the
Arrangement and the Issuance Resolution can be found in the joint
management information circular of Baytex and Raging River dated
July 12, 2018 (the "Circular"). An electronic copy of the Circular
is available on Baytex’s website at www.baytexenergy.com and on
Raging River’s website at www.rrexploration.com. The Circular is
also available on SEDAR under the issuer profiles of both companies
at www.sedar.com and on EDGAR under Baytex’s profile at
www.sec.gov/edgar.shtml.
Shareholder Information and
Questions
Baytex and Raging River shareholders who need
assistance with voting their shares or making the appropriate
election can contact our proxy solicitation agent, Laurel Hill
Advisory Group:
Laurel Hill Advisory GroupNorth America Toll
Free: 1-877-452-7184Collect Calls Outside North America:
1-416-304-0211Email: assistance@laurelhill.com
Shareholders are encouraged to vote today using
the internet, telephone or facsimile.
Advisory Regarding Forward-Looking
Statements
In the interest of providing the shareholders of
Baytex and Raging River and potential investors with information
regarding Baytex, Raging River and the combined company resulting
from the Arrangement, including management's assessment of future
plans and operations, certain statements in this press release are
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of applicable
Canadian securities legislation (collectively, "forward-looking
statements"). In some cases, forward-looking statements can be
identified by terminology such as "anticipate", "believe",
"continue", "could", "estimate", "expect", "forecast", "intend",
"may", "objective", "ongoing", "outlook", "potential", "project",
"plan", "should", "target", "would", "will" or similar words
suggesting future outcomes, events or performance. The
forward-looking statements contained in this press release speak
only as of the date thereof and are expressly qualified by this
cautionary statement.
Specifically, this press release contains
forward-looking statements relating to but not limited to: the
proxy voting deadline and certain matters relating to the
Arrangement.
These forward-looking statements are based on
certain key assumptions regarding, among other things: the timing
of receipt of regulatory and shareholder approvals for the
Arrangement. Readers are cautioned that such assumptions, although
considered reasonable by Baytex and Raging River at the time of
preparation, may prove to be incorrect.
Actual results achieved will vary from the
information provided herein as a result of numerous known and
unknown risks and uncertainties and other factors. Such factors
include, but are not limited to: completion of the Arrangement
could be delayed if parties are unable to obtain the necessary
regulatory, stock exchange, shareholder and court approvals on the
timeline planned; the Arrangement will not be completed if all of
these approvals are not obtained or some other condition of closing
is not satisfied; and other factors, many of which are beyond
control. These and additional risk factors are discussed in
Baytex's Annual Information Form, Annual Report on Form 40-F and
Management's Discussion and Analysis for the year ended December
31, 2017, filed with Canadian securities regulatory authorities and
the U.S. Securities and Exchange Commission and in Raging River's
Annual Information Form for the year ended December 31, 2017, filed
with Canadian securities regulatory authorities and in Baytex's and
Raging River's other public filings.
The above summary of assumptions and risks
related to forward-looking statements has been provided in order to
provide shareholders and potential investors with a more complete
perspective on the combined company's current and future operations
and such information may not be appropriate for other purposes.
There is no representation by Baytex or Raging
River that actual results achieved will be the same in whole or in
part as those referenced in the forward-looking statements and
neither Baytex nor Raging River undertake any obligation to update
publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities
law.
Baytex Energy Corp.
Baytex is an oil and gas corporation based in
Calgary, Alberta. The company is engaged in the acquisition,
development and production of crude oil and natural gas in the
Western Canadian Sedimentary Basin and in the Eagle Ford in the
United States. Approximately 80% of Baytex’s production is weighted
toward crude oil and natural gas liquids. Baytex’s common shares
trade on the Toronto Stock Exchange and the New York Stock Exchange
under the symbol BTE.
For further information about Baytex, please
visit the company website at www.baytexenergy.com or contact:
Brian Ector, Senior Vice President,
Capital Markets and Public Affairs
Toll Free Number: 1-800-524-5521Email:
investor@baytexenergy.com
Raging River Exploration Inc.
Raging River is a crude oil and natural gas
exploration, development and production company based in Calgary,
Alberta, Canada. The Company’s operations are in the Viking light
oil resource play in western Canada in addition to the recently
added East Duvernay Shale oil play. Raging River’s common shares
trade on the Toronto Stock Exchange under the symbol RRX.
For further information about Raging River,
please visit the company website at www.rrexploration.com or
contact:
Neil Roszell, P. Eng.CEO and Executive
ChairmanTel: (403) 767-1250 |
Bruce Beynon, P.
GeolPresidentTel: (403) 767-1251 |
Jerry Sapieha,
CAVice President, Finance & Chief Financial
OfficerTel: (403) 767-1265 |
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