Baytex Energy Corp. (“Baytex”)(TSX, NYSE: BTE) and Raging River
Exploration Inc. (“Raging River”)(TSX: RRX) are pleased to announce
that shareholders of Raging River (“Raging River Shareholders”) and
Baytex (“Baytex Shareholders”) have today approved their previously
announced strategic combination (the “Transaction”). The
Transaction will see the combined company emerge as a
well-capitalized, oil-weighted company with an attractive growth
and free cash flow profile provided by its world class assets
across North America.
The Transaction was structured as a plan of
arrangement (the "Arrangement") under the Business Corporations Act
(Alberta) and as such also required the approval of the Alberta
Court of Queen's Bench, which was also received today. The
Arrangement provides that, among other things, each Raging River
Shareholder will receive, directly or indirectly, 1.36 common
shares of Baytex for each common share of Raging River.
The Transaction is expected to close on August
22, 2018.
Raging River Meeting
At a special meeting held on August 21, 2018,
Raging River Shareholders approved the Arrangement.
Resolution |
Outcome of Vote |
Percentage of Votes For |
Percentage of Votes Against |
Plan of
Arrangement |
Passed |
96.18 |
% |
3.82 |
% |
Baytex Meeting
At a special meeting held on August 21, 2018,
Baytex Shareholders approved the issuance of the Baytex shares to
be issued to Raging River Shareholders pursuant to the
Arrangement.
Resolution |
Outcome of Vote |
Percentage of Votes For |
Percentage of Votes Against |
Share Issuance |
Passed |
88.11 |
% |
11.89 |
% |
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 Transaction, 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: our
expectation that the combined organization will be
well-capitalized, oil-weighted and have an attractive growth and
free cash flow profile; and the timing and anticipated closing date
for the Transaction; and certain other matters relating to the
Transaction.
These forward-looking statements are based on
certain key assumptions regarding, among other things: the time
necessary to satisfy the remaining conditions to the closing of the
Arrangement; the ability of the combined company to realize the
anticipated benefits of the Transaction; petroleum and natural gas
prices and differentials between light, medium and heavy oil
prices; well production rates and reserve volumes; the ability to
add production and reserves through exploration and development
activities; capital expenditure levels; the ability to borrow under
credit agreements; the receipt, in a timely manner, of regulatory
and other required approvals for operating activities; the
availability and cost of labour and other industry services;
interest and foreign exchange rates; the continuance of existing
and, in certain circumstances, proposed tax and royalty regimes;
the ability to develop crude oil and natural gas properties in the
manner currently contemplated; and current industry conditions,
laws and regulations continuing in effect (or, where changes are
proposed, such changes being adopted as anticipated). 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 Transaction
could be delayed if parties are unable to satisfy the remaining
conditions to closing on the timeline planned; the Transaction will
not be completed if all of remaining conditions to closing are not
obtained or waived; the volatility of oil and natural gas prices
and price differentials; the availability and cost of capital or
borrowing; that credit facilities may not provide sufficient
liquidity or may not be renewed; failure to comply with the
covenants in debt agreements; risks associated with a third-party
operating the combined company's Eagle Ford properties;
availability and cost of gathering, processing and pipeline
systems; public perception and its influence on the regulatory
regime; changes in government regulations that affect the oil and
gas industry; changes in environmental, health and safety
regulations; restrictions or costs imposed by climate change
initiatives; variations in interest rates and foreign exchange
rates; risks associated with hedging activities; the cost of
developing and operating assets; depletion of reserves; risks
associated with the exploitation of properties and ability to
acquire reserves; changes in income tax or other laws or government
incentive programs; uncertainties associated with estimating oil
and natural gas reserves; inability to fully insure against all
risks; risks of counterparty default; risks associated with
acquiring, developing and exploring for oil and natural gas and
other aspects of operations; risks associated with large projects;
risks related to thermal heavy oil projects; risks associated with
use of information technology systems; risks associated with the
ownership of Baytex, Raging River or the combined company
securities, including changes in market-based factors; risks for
United States and other non-resident shareholders, including the
ability to enforce civil remedies, differing practices for
reporting reserves and production, additional taxation applicable
to non-residents and foreign exchange risk; and other factors, many
of which are beyond control. These and additional risk factors are
discussed in the the joint management information circular and
proxy statement dated July 12, 2018 of Baytex and Raging River,
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:
Mr. Neil
Roszell, P. Eng. CEO and Executive Chairman
Tel: (403) 767-1250 |
|
Mr. Bruce
Beynon, P. Geol President
Tel: (403) 767-1251 |
|
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