Ryland Oil Announces Sale of Company to Crescent Point Energy Corp.
23 June 2010 - 11:55PM
Marketwired Canada
Ryland Oil Corporation ("Ryland" or "the Company") (TSX VENTURE:RYD) is pleased
to announce that it has entered into an arrangement agreement (the "Arrangement
Agreement") with Crescent Point Energy Corp. ("Crescent Point") pursuant to
which Crescent Point will acquire all of the issued and outstanding common
shares in the capital of Ryland (each a "Ryland Share") by way of a plan of
arrangement (the "Arrangement").
Under the terms of the Arrangement, Ryland shareholders will receive 0.0117 of a
Crescent Point common share for each Ryland Share, or approximately $0.46 per
Ryland Share based on the most recent 5 day volume weighted average Crescent
Point share price of $39.32 per share. This represents a 31% premium to the most
recent 5 day volume weighted average Ryland Share price of $0.35. Total
consideration is approximately $121.8 million, including an estimated $26.4
million of Ryland net debt at closing time.
Ryland's directors and senior management have unanimously approved the
Arrangement and have entered into support agreements to vote their Ryland Shares
in favour of the Arrangement.
Crescent Point is Ryland's working interest partner in the Flat Lake Bakken play
in Southeast Saskatchewan. To date, Crescent Point and companies acquired by
Crescent Point have drilled six successful wells in the Flat Lake area. Crescent
Point has budgeted to drill up to eight more wells in the area by year-end 2010
to further delineate the play.
"This agreement is the culmination of a lengthy process launched by our company
to determine how to maximize shareholder value," said Ryland President Gerry
Shields. "Ryland has a premier land position in southeast Saskatchewan and North
Dakota, and it will take considerable resources to exploit it. Crescent Point is
a leading producer in the area with a strong management team, a proven track
record and access to capital. This deal with Crescent Point provides us with
economies of scale and technical experience to accelerate the development of
this significant resource play. By doing a share exchange, our shareholders will
be afforded the opportunity to continue to realize the considerable upside
potential of Ryland's assets as well as Crescent Point's existing operations."
"We see great potential in the Flat Lake Bakken pool, which is an extension of
the Bakken play in the U.S.," said Scott Saxberg, President and CEO of Crescent
Point. "This acquisition of our only partner in the play allows us to fully
manage the development of the area and adds a U.S. land base of over 50 net
sections in the Bakken."
In support of the Arrangement, the $6.5 million loan facility which was closed
by Ryland on May 3, 2010, and which has been fully drawn down, has been assigned
by the original lenders to Crescent Point. No bonus shares were issued to the
original lenders in connection with the loan, and Crescent Point has waived any
right to be issued bonus shares under the loan agreement, regardless of whether
the Arrangement is completed. As a result, Ryland has been released from its
obligation to issue 3,611,111 bonus shares at a deemed price of $0.36 per share.
The other terms of the credit agreement and related security documents have
remained unchanged.
Completion of the Arrangement is subject to the approval of 66 2/3% of the
Ryland shareholders voting in person or by proxy at a meeting of the Ryland
shareholders to be held to consider the Arrangement. The management information
circular to be mailed to Ryland shareholders will contain detailed information
in respect of the Arrangement and Crescent Point. Completion of the Arrangement
is also subject to the approval of the Court of Queen's Bench of Alberta and the
receipt of all other necessary regulatory, stock exchange and third party
approvals, as well as other conditions which are typical for transactions of
like nature. It is also a condition of completion of the Arrangement that the
Toronto Stock Exchange shall have approved the listing of the Crescent Point
Shares issuable to Ryland's shareholders as consideration for the Ryland Shares.
FINANCIAL ADVISORS
GMP Securities L.P. ("GMP") acted as financial advisor to Ryland in connection
with the Arrangement. GMP has given to Ryland's board of directors a verbal
fairness opinion to the effect that that the consideration to be received by the
Ryland shareholders pursuant to the Arrangement is fair, from a financial point
of view, to the Ryland shareholders. GMP's formal fairness opinion will be
included in the management information circular to be mailed to Ryland
shareholders.
BMO Capital Markets acted as financial advisor and FirstEnergy Capital Corp.
acted as strategic advisor to Crescent Point.
RYLAND OIL CORPORATION
Gerald J. Shields, President
Reader Advisory
Investors are cautioned that, except as disclosed in Ryland's management
information circular to be prepared in connection with the Arrangement, any
information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
Ryland should be considered highly speculative.
Certain statements contained in this press release constitute forward-looking
statements. All forward-looking statements are based on Ryland's beliefs and
assumptions based on information available at the time the assumption was made.
The use of any of the words "could", "should", "can", "anticipate", "expect",
"believe", "will", "may", "projected", "sustain", "continues", "strategy",
"potential", "projects", "grow", "take advantage", "estimate", "well positioned"
and similar expressions are intended to identify forward-looking statements. By
their nature, such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in such forward-looking statements.
Ryland believes that the expectations reflected in those forward-looking
statements are reasonable, but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements included in this
report should not be unduly relied upon. These statements speak only as of the
date of this press release or, if applicable, as of the date specified in those
documents specifically referenced herein.
In particular, this press release contains forward-looking statements pertaining
to the following: the performance characteristics of Crescent Point's and
Ryland's oil and natural gas properties; capital expenditure programs and the
timing thereof; drilling programs and drilling efficiencies; timing and
completion of the Arrangement, the proposed Ryland shareholder meeting, receipt
of all necessary court, shareholder, regulatory and third party approvals and
the approval of the Toronto Stock Exchange.
Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors (many of which are beyond the control of Ryland)
that could cause actual events or results to differ materially from those
anticipated in the forward-looking information. Some of the risks and other
factors could cause results to differ materially from those expressed in the
forward-looking information include, but are not limited to: general economic
conditions in Canada, the United States and globally, the risks associated with
the oil and gas industry, commodity prices and exchange rate changes. Industry
related risks could include, but are not limited to: operational risks in
exploration, development and production; delays or changes in plans; competition
for and/or inability to retain drilling rigs and other services; competition
for, among other things, capital, acquisitions of reserves, undeveloped lands,
skilled personnel and supplies; risks associated to the uncertainty of reserve
estimates; governmental regulation of the oil and gas industry, including
environmental regulation; geological, technical, drilling and processing
problems and other difficulties in producing reserves; the uncertainty of
estimates and projections of production, costs and expenses; unanticipated
operating events or performance which can reduce production or cause production
to be shut in or delayed; incorrect assessments of the value of acquisitions;
the need to obtain required approvals from regulatory authorities; stock market
volatility; volatility in market prices for oil and natural gas; liabilities
inherent in oil and natural gas operations; access to capital; and other
factors. Readers are cautioned that this list of risk factors should not be
construed as exhaustive.
Readers are cautioned not to place undue reliance on this forward-looking
information, which is given as of the date it is expressed herein or otherwise
and Ryland undertakes no obligation to update publicly or revise any
forward-looking information, whether as a result of new information, future
events or otherwise, unless required to do so pursuant to applicable law.
This news release is not for dissemination in the United States or to any United
States news services. The shares of Crescent Point have not and will not be
registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and may not be offered or sold in
the United States or to any U.S. person except in certain transactions exempt
from the registration requirements of the U.S. Securities Act and applicable
state securities laws.
Issued and Outstanding: 201,673,418
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