CALGARY, Nov. 4, 2015 /CNW/ – 1927297 Alberta Ltd. (the “Offeror“) announced today that it has formally commenced its previously announced offer (the “Offer“) to purchase all of the outstanding common shares (the “Shares“) of Ironhorse Oil & Gas Inc. (TSXV:IOG) (“Ironhorse”) for Cdn$0.17 in cash per Share, subject to certain terms and conditions. The Offeror has commenced mailing of a take-over bid circular (the “Circular“) to registered holders of Shares (as required under applicable Canadian securities laws) on or before the date hereof.
The $0.17 cash Offer price represents an approximate 45% premium to the volume-weighted average trading price of the Shares on the TSX Venture Exchange (the “TSXV“) for the 90-day period ended November 2, 2015 and an approximate 55% premium to closing price of the Shares on the TSXV on November 2, 2015.
The Offer will remain open for acceptance until 4:00 p.m. (Calgary time) on December 18, 2015, unless extended or withdrawn by the Offeror. Full details of the Offer are set out in the Circular and related Offer documents.
Readers are cautioned that financial markets are currently experiencing significant volatility and that a significant adverse change in market conditions could cause the Offeror to reevaluate the Offer and determine not to make the Offer on the terms noted in this News Release or at all. In addition, the Offeror may determine to terminate the Offer if: (i) it identifies material adverse information concerning the business, affairs, prospects or assets of Ironhorse not previously disclosed by Ironhorse; or (ii) Ironhorse implements or attempts to implement defensive tactics (such as a shareholder rights plan or the grant of an option (or similar right) to purchase material assets) in relation to the Offer. Accordingly, there can be no assurance that the Offer will be made as set out in this News Release.
The Offeror anticipates that the Offer will be subject to a number of customary conditions, including: (i) there being deposited under the Offer and not withdrawn, at least 66 2/3% of the outstanding Shares (calculated on a fully diluted basis), including Shares held by the Offeror; (ii) receipt of all governmental, regulatory and third party approvals that the Offeror considers necessary or desirable in connection with the Offer; (iii) no material adverse change having occurred in the business, affairs, prospects or assets of the Offeror; and (iv) no adverse changes in market conditions.
This News Release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Information Cautionary Statement
This News Release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements, including those respecting the Offer, various terms of the Offer and anticipated timing of commencement of the Offer, are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “except”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue” or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the Offeror’s expectations include, among other things, general business and economic conditions as well as specific risks relating to Ironhorse, such as risks relating to the oil and gas industry, and general economic conditions and other risks identified in Ironhorse’s public filings. Such forward-looking statements should, therefore, be construed in light of such factors and the Offeror is under no obligation, and expressly 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 law.
THE TAKEOVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY IRONHORSE SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. IRONHORSE SHAREHOLDERS (AND OTHERS) ARE ABLE TO OBTAIN, AT NO CHANGE, A COPY OF THE OFFER TO PURCHASE, TAKEOVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR ISSUE, OR ANY OTHER SOLICITATION OF ANY OFFER TO SELL, OTHERWISE DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR SUBSCRIBE FOR ANY SECURITY. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, THE OFFEROR MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.
