Daylight Energy Ltd. ("Daylight" or the "Corporation") (TSX:DAY) is
pleased to announce that it has entered into an agreement (the
"Arrangement Agreement") with Sinopec International Petroleum
Exploration and Production Corporation ("SIPC") for the purchase of
all of the issued and outstanding common shares of the Corporation
(the "Common Shares") at a cash price of C$10.08 per Common Share,
for total cash consideration of approximately C$2.2 billion. The
transaction is to be completed by way of a plan of arrangement
under the Business Corporations Act (Alberta) (the "Arrangement").
The consideration offered for the Common Shares pursuant to the
Arrangement represents a 43.6% premium over the 60-day weighted
average trading price of the Common Shares on the Toronto Stock
Exchange up to and including October 7, 2011. SIPC is a wholly
owned subsidiary of China Petrochemical Corporation ("Sinopec
Group") and undertakes overseas investments and operations in the
upstream oil and gas sector. Sinopec Group is China's largest
producer and supplier of oil products and major petrochemical
products.
In addition, under the Arrangement and subject to approval by
holders of the 10% series "C" convertible debentures (the "Series C
Debentures"), all of the issued and outstanding Series C Debentures
would be converted into Common Shares (at the C$9.60 conversion
price applicable to the Series C Debentures, such that 104.1667
Common Shares would be issued for each $1,000 principal amount of
Series C Debentures), and the holders of the Series C Debentures
would then receive, in cash, the same C$10.08 per Common Share to
be paid to the shareholders, plus accrued and unpaid interest on
their Series C Debentures to the closing date.
SIPC would also, under the Arrangement and subject to approval
by holders of the 6.25% series "D" convertible debentures (the
"Series D Debentures"), acquire all of the issued and outstanding
Series D Debentures for a cash price of C$1,110 per $1,000 of
principal amount of Series D Debentures, plus accrued and unpaid
interest to the closing date.
If the requisite approval of the Debentureholders is not
obtained, the applicable (or both) series of Debentures will be
excluded from the Arrangement and will remain outstanding in
accordance with their terms.
"We are very pleased to announce this transaction and the
considerable value it brings to our securityholders. We believe
this transaction with SIPC recognizes the highly attractive asset
portfolio and exceptional team that we have assembled at Daylight.
The efforts and accomplishments of this team will be built upon
through increased investment in the business and acceleration of
our development and exploration opportunities" said Anthony
Lambert, President and Chief Executive Officer of Daylight.
THE ARRANGEMENT
The Arrangement is subject to customary conditions for a
transaction of this nature, which include court and regulatory
approvals, and the approval of 66 2/3% of Daylight shareholders
represented in person or by proxy at a special meeting of Daylight
shareholders to be called to consider the Arrangement.
Debentureholder approval will also be sought at the meeting to
allow the holders of the Series C and Series D Debentures
(collectively, the "Debentures") to participate in the Arrangement
in the manner described above.
The holders of the Series C Debentures and Series D Debentures
will each vote on the Arrangement as a separate class of
securities, and participation in the Arrangement by each class will
require the affirmative vote of the majority of Debentureholders in
number whose holdings collectively represent at least 66 2/3% of
the aggregate principal amount of that class. However, completion
of the Arrangement is not conditional on such approvals.
If the approval is not obtained, the applicable (or both) series
of Debentures will be excluded from the Arrangement and will remain
outstanding following closing of the Arrangement. In that case, in
accordance with the terms of the indenture governing the
Debentures, SIPC will be required to make an offer to purchase the
series of Debentures which are not dealt with pursuant to the
Arrangement for cash consideration equal to 101% of the face value
thereof, plus accrued and unpaid interest, within 30 days following
the effective date of the Arrangement.
An information circular regarding the Arrangement is expected to
be mailed to security holders in November 2011 for a special
meeting of the holders of Common Shares and Debentures scheduled to
take place in December, with closing expected to occur prior to the
end of December 2011.
The Arrangement Agreement contains a reciprocal non-completion
fee of C$100 million, which is payable by either party in certain
circumstances if the Arrangement is not completed.
The previously announced $0.05 per Common Share dividend payable
to holders of record on September 30, 2011 will be paid on October
17, 2011, but under the Arrangement Agreement Daylight has agreed
to suspend future dividends.
A copy of the Arrangement Agreement will be filed on Daylight's
SEDAR profile and will be available for viewing at
www.sedar.com.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of Daylight, after consulting with its
financial and legal advisors, has unanimously approved the
Arrangement and unanimously determined that the transaction is in
the best interests of Daylight and is fair to Daylight shareholders
and Debentureholders. The financial advisors to Daylight's Board of
Directors have provided opinions that, subject to the assumptions,
limitations and qualifications set forth therein, the consideration
to be received by the holders of Common Shares and Debentures under
the Arrangement is fair, from a financial point of view, to such
holders. The Board of Directors of Daylight unanimously recommends
that all Daylight securityholders vote in favour of the Arrangement
at the securityholder meetings to be called to consider the
Arrangement.
The Board of Directors and officers of Daylight intend to vote
their respective Common Shares, totaling approximately 6.7 million
Common Shares, in favour of the Arrangement, and have entered into
lock-up agreements with SIPC pursuant to which they have agreed to,
among other things, vote their Common Shares in favour of the
Arrangement.
ADVISORS
Canaccord Genuity Corp. is acting as exclusive financial advisor
to Daylight in the transaction and has provided the Board of
Directors of Daylight with an opinion regarding the proposed
transaction. CIBC World Markets Inc. is also acting as financial
advisor to the Board of Directors of Daylight and provided an
opinion regarding the proposed transaction. A copy of each opinion
will be included in the information circular to be sent to Daylight
securityholders for the special meetings to be called to consider
the Arrangement. Blake, Cassels & Graydon LLP is acting as
legal counsel to Daylight. Barclays Capital is acting as financial
advisor to SIPC, and Vinson & Elkins LLP and Bennett Jones LLP
are acting as legal counsel to SIPC.
ABOUT DAYLIGHT ENERGY
Daylight is a growing intermediate oil and liquids rich natural
gas producing company with a high quality suite of resource play
assets in Western Canada. Daylight has approximately 213 million
Common Shares currently outstanding which trade on the TSX under
the symbol "DAY". Daylight's Series C and Series D Debentures also
trade on the TSX under the symbols DAY.DB.C and DAY.DB.D,
respectively.
All amounts stated herein are in Canadian dollars.
ADVISORY:
Forward-Looking Information and Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
statements or information. More particularly and without
limitation, this press release contains forward-looking statements
and information concerning: the anticipated benefits of the
Arrangement to Daylight and its securityholders, the timing and
anticipated receipt of required regulatory, court, Government of
China and securityholder approvals for the Arrangement; the ability
of Daylight and SIPC to satisfy the other conditions to, and to
complete, the Arrangement; and the anticipated timing of the
mailing of the information circular regarding the Arrangement and
the closing of the Arrangement.
In respect of the forward-looking statements and information
concerning the anticipated completion of the proposed Arrangement
and the anticipated timing for completion of the Arrangement,
Daylight has provided such in reliance on certain assumptions that
it believes are reasonable at this time, including assumptions as
to the time required to prepare and mail Daylight securityholder
meeting materials, including the required information circular; the
ability of the parties to receive, in a timely manner, the
necessary regulatory, court, securityholder and other third party
approvals, including but not limited to approvals required to be
obtained by SIPC from the Government of The People's Republic of
China and Investment Canada Act approval; and the ability of the
parties to satisfy, in a timely manner, the other conditions to the
closing of the Arrangement. These dates may change for a number of
reasons, including unforeseen delays in preparing meeting
materials, inability to secure necessary securityholder,
regulatory, court or other third party approvals in the time
assumed or the need for additional time to satisfy the other
conditions to the completion of the Arrangement. Accordingly,
readers should not place undue reliance on the forward-looking
statements and information contained in this press release
concerning these times.
Risks and uncertainties inherent in the nature of the
Arrangement include the failure of Daylight or SIPC to obtain
necessary securityholder, regulatory, court and other third party
approvals, or to otherwise satisfy the conditions to the
Arrangement, in a timely manner, or at all. Failure to so obtain
such approvals, or the failure of Daylight or SIPC to otherwise
satisfy the conditions to the Arrangement, may result in the
Arrangement not being completed on the proposed terms, or at all.
In addition, the failure of Daylight to comply with the terms of
the Arrangement Agreement may result in Daylight being required to
pay a non-completion or other fee to SIPC, the result of which
could have a material adverse effect on Daylight's financial
position and results of operations and its ability to fund growth
prospects and current operations.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could
affect the operations or financial results of Daylight are included
in reports on file with applicable securities regulatory
authorities, including but not limited to; Daylight's Annual
Information Form for the year ended December 31, 2010 and the
Daylight's Notice of Annual General Meeting and Information
Circular and Proxy Statement dated April 14, 2011, each of which
may be accessed on Daylight' SEDAR profile at www.sedar.com
The forward-looking statements and information contained in this
press release are made as of the date hereof and Daylight undertake
no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
Contacts: Daylight Energy Ltd. Anthony Lambert President &
CEO 403-213-5306alambert@daylightenergy.com Daylight Energy Ltd.
Steve Nielsen Vice President & CFO
403-213-5312snielsen@daylightenergy.com Daylight Energy Ltd.
William Lacey Vice President, Capital Markets
403-536-4331wlacey@daylightenergy.com Daylight Energy Ltd. Investor
Relations: 403-536-4664 Investor Relations Toll free:
1-877-266-6901ir@daylightenergy.comwww.daylightenergy.com
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