Painted Pony Energy Ltd. ("
Painted Pony" or the
"
Corporation") (
TSX: PONY) today
announces that it has filed and mailed the management information
circular of Painted Pony dated August 31, 2020 and related proxy
materials (collectively, the "
Meeting Materials")
in connection with the special meeting (the
"
Meeting") of holders of common shares
("
Painted Pony Shares") of Painted Pony and
holders of options to acquire Painted Pony Shares (collectively,
the "
Securityholders") to be held on Thursday,
October 1, 2020 at 3:00 p.m. (Calgary time).
At the Meeting, Securityholders will be asked to
consider and, if deemed advisable, to pass a special resolution
(the "Arrangement Resolution") approving the
previously announced transaction (the
"Transaction") with Canadian Natural Resources
Limited (the "Purchaser") (TSX, NYSE:
CNQ), pursuant to which, among other things, the Purchaser
will acquire all of the issued and outstanding Painted Pony Shares
for cash consideration of $0.69 per Painted Pony Share (the
"Purchase Price"), subject to the terms and
conditions of the previously announced arrangement agreement
between Painted Pony and the Purchaser dated August 10, 2020 (the
"Arrangement Agreement"). The Transaction is to be
completed by way of a plan of arrangement under the Business
Corporations Act (Alberta).
THE ARRANGEMENT AGREEMENT AND
APPROVALS
Under the Transaction, the Purchaser will
acquire all of the issued and outstanding Painted Pony Shares in
exchange for the payment to shareholders of the Purchase Price for
each Painted Pony Share held.
All of the directors and executive officers of
Painted Pony, together with Painted Pony's two largest
shareholders, have entered into support agreements and have agreed
to support the Transaction and vote an aggregate of approximately
25% of the outstanding Painted Pony Shares in favour of the
Transaction, subject to the provisions of such support
agreements.
The Transaction is subject to various closing
conditions, including receipt of court approval, the required
Securityholder approval at the Meeting and certain regulatory
approvals, including approval under the Competition Act (Canada).
Upon closing of the Transaction, the Painted Pony Shares will be
de-listed from the TSX. If all of the necessary conditions to the
Transaction are satisfied or waived, Painted Pony expects that the
Transaction will be completed on or about October 6, 2020. The
parties received a “no-action letter” on September 3, 2020,
indicating that the Commissioner of Competition does not intend to
make an application under section 92 of the Competition Act. This
formally completes the Commissioner’s review of the transaction and
satisfies the Competition Act Clearance condition to closing in the
Arrangement Agreement. The parties also received conditional
approval from the TSX on August 27, 2020.
MEETING MATERIALS
The Meeting Materials contain important
information regarding the Transaction, how Securityholders can vote
at the Meeting and a summary of the events leading up to the
Transaction, including the reasons that led the Corporation's Board
of Directors (the "Board") to unanimously
determine that the Transaction is fair, from a financial point of
view, to Painted Pony's shareholders and in the best interest of
Painted Pony. The Board unanimously recommends that Securityholders
vote for the Arrangement Resolution approving the Transaction at
the Meeting.
The Meeting Materials are available on Painted
Pony's website at www.paintedpony.ca and under Painted Pony's SEDAR
profile at www.SEDAR.com. The full text of the fairness opinion
prepared by TD Securities Inc., co-lead financial advisor in
connection with the Transaction, is included in the Meeting
Materials.
THE MEETINGThe Transaction is
subject to approval by Securityholders at the Meeting, including
the approval of at least: (a) two-thirds of the votes cast by the
shareholders in person or represented by proxy at the Meeting; (b)
two-thirds of the votes cast by the Securityholders in person or
represented by proxy at the Meeting, voting together as a single
class; and (c) if required, a majority of the votes cast by
shareholders in person or represented by proxy at the Meeting,
after excluding the votes cast by those shareholders whose votes
are required to be excluded in accordance with Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions.
Securityholders of record at the close of
business on August 31, 2020 will be entitled to vote at the
Meeting. Out of an abundance of caution and in an effort to adopt
measures that assist our community in slowing the spread of the
novel coronavirus disease 2019, also known as COVID-19, in order to
protect the health and safety of our community, Securityholders,
employees and other stakeholders, the Meeting will be held in a
virtual-only format, which will be conducted via live audio webcast
at www.virtualshareholdermeeting.com/PONY2020.
Optionholders, registered Painted Pony
shareholders and duly appointed proxyholders will have the
opportunity to ask questions in real time and vote on Meeting
matters. Non-registered Painted Pony shareholders who have not duly
appointed themselves as proxyholders may still attend the Meeting
and ask questions but will not be able to vote at the Meeting.
Further details on how to attend and participate
in the Meeting are provided in the Meeting Materials.
Securityholders with questions or in need of voting assistance can
contact Gryphon Advisors Inc. at 1-833-261-9730 (toll free in North
America) or by email at inquiries@gryphonadvisors.ca.
DEFINITIONS AND ADVISORIES
Currency: All amounts referred to in this press
release are stated in Canadian dollars unless otherwise
specified.
Forward-Looking Information:
This press release contains certain forward-looking information
within the meaning of Canadian securities laws. Forward-looking
information relates to future events or future performance and is
based upon the Corporation's current internal expectations,
estimates, projections, assumptions and beliefs. All information
other than historical fact is forward-looking information. Words
such as "plan", "expect", "intend", "believe", "anticipate",
"estimate", "may", "will", "potential", "proposed" and other
similar words that indicate events or conditions may occur are
intended to identify forward-looking information. More particularly
and without limitation, this press release contains forward looking
information relating to the timing and anticipated receipt of
required Securityholder and court approvals for the Transaction;
the anticipated de-listing of the Painted Pony Shares from the TSX
upon completion of the Transaction; the ability of Painted Pony and
the Purchaser to satisfy the other conditions to, and to complete,
the Transaction; and the anticipated timing of the holding of the
Meeting and the closing of the Transaction.
In respect of the forward-looking statements
concerning the anticipated completion of the Transaction, the
anticipated timing for completion of the Transaction and the
anticipated de-listing of the Painted Pony Shares from the TSX
following completion of the Transaction, the Purchaser and Painted
Pony have provided such in reliance on certain assumptions that
they believe are reasonable at this time, including assumptions as
to the ability of the parties to receive, in a timely manner, the
necessary Securityholder and court approvals and the ability of the
parties to satisfy, in a timely manner, the other conditions to the
closing of the Arrangement Agreement.
By their nature, forward-looking statements are
subject to numerous risks and uncertainties, some of which are
beyond Painted Pony's control. Completion of the Transaction
is subject to a number of conditions which are typical for
transactions of this nature. Failure to satisfy any of these
conditions, the emergence of a superior proposal or the failure to
obtain approval of Securityholders may result in the termination of
the Arrangement Agreement. The foregoing list is not
exhaustive. Additional information on these and other risks
that could affect completion of the Transaction are set forth in
the management information circular, which is available on SEDAR at
www.sedar.com. Readers are cautioned that the assumptions
used in the preparation of such information, although considered
reasonable at the time of preparation, may prove to be imprecise
and, as such, undue reliance should not be placed on
forward-looking statements. The actual results, performance
or achievement of Painted Pony could differ materially from those
expressed in, or implied by, these forward-looking statements and,
accordingly, no assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what benefits that Painted Pony
will derive therefrom.
Painted Pony disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws.
ABOUT PAINTED PONY
Painted Pony is a publicly traded natural gas
company based in Western Canada. The Corporation is primarily
focused on the development of natural gas and natural gas liquids
from the Montney formation in northeast British Columbia. Painted
Pony's common shares trade on the TSX under the symbol "PONY".
Contact Information:Patrick R.
WardPresident and Chief Executive Officer
Stuart W. JaggardChief Financial Officer
Jason W. FleuryDirector, Investor Relations(403)
776-3261
(403) 475-04401-866-975-0440 toll
freeir@paintedpony.cawww.paintedpony.ca
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