HOUSTON, TEXAS--(Marketwired - April 4, 2016) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Caza Oil & Gas, Inc. ("Caza" or the "Company") (CAZ.TO)(CAZA.L) announced today that it has called a special meeting (the "Meeting") of shareholders to consider a proposal (the "Proposal") by Talara Opportunities V, LP ("Talara"), the majority shareholder of Caza, to take the Company private at a cash price of US$0.00481 per share. The proposed transaction consists of the consolidation (the "Consolidation") of Caza's outstanding common shares on the basis of one post-consolidation common share for 560,000,000 pre-consolidation common shares. Based on the Consolidation terms, all shares held of record by parties other than Talara will become fractional shares that are acquired by the Company by being rounded down and cancelled, and in consideration therefor the holder shall be entitled to receive payment in the amount of US$0.00481 (less applicable withholdings, if any) for each pre-Consolidation share held. The price of US$0.00481 per share under the Proposal is approximately 12% higher than the upper end of the fair market value range of the common shares determined in the independent valuation described below.
The Consolidation is subject to shareholder approval at the Meeting, which is scheduled to be held on April 29, 2016. All shareholders of record as of February 29, 2016 (the "Record Date") are entitled to receive notice of and to vote at the Meeting, on the basis of one vote for each common share held. In connection with the Meeting, the Company will distribute a management information circular (the "Circular") and accompanying meeting materials to all shareholders of record as of the Record Date. A copy of the Circular and related materials will also be filed on SEDAR.
The Consolidation must be approved by not less than two-thirds of the votes cast by shareholders at the Meeting. Talara owns approximately 95% of the outstanding common shares and has informed Caza that it intends to vote in favour of the Consolidation. The minority shareholder approval requirements under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions do not apply in respect of the Consolidation on the basis that (i) Talara, as a controlling shareholder that already owns more than 90% of the outstanding common shares, will indirectly acquire the Company, and (ii) an appraisal remedy is available to holders of Common Shares pursuant to dissent rights granted under the British Columbia Business Corporations Act.
It is anticipated that legal title to the 176,863,889 common shares held by Caza management that were purchased from Talara in December 2015 will be registered in Talara's name prior to the completion of the Consolidation, although beneficial title to such shares shall continue to be held by Caza management. Therefore, it is anticipated that Talara and members of Caza management would have beneficial interests of approximately 98.13% and 1.87%, respectively, in the post-Consolidation common shares following the Consolidation. All other common shares currently held by directors and officers of Caza would be consolidated and "cashed out" at the same rate of US $0.00481 per pre-consolidation share applicable to other shareholders.
An independent committee of Caza directors (the "Special Committee"), consisting of J. Russell Porter and Cornelius Dupre II, retained Parkman Whaling LLC ("Parkman Whaling"), an independent qualified valuator, to prepare a formal valuation (the "Valuation") of the common shares in accordance with applicable Canadian securities laws. Parkman Whaling has ascribed a fair market value range for the common shares of between US$0.0033 and US$0.0043 per share in the Valuation. The price of US$0.00481 per share under the Proposal is approximately 12% higher than the upper end of this fair market value range. The Special Committee also engaged Sidley Austin LLP as its independent legal counsel.
In furtherance of the Proposal, Talara has delivered to the Special Committee a requisition (the "Requisition") for a shareholders' meeting to consider the proposed Consolidation.
Complete copies of the Valuation and the Requisition are attached to the Circular, which will be available under Caza's issuer profile at www.sedar.com.
If the shareholders' resolution approving the Consolidation is passed at the Meeting, the Consolidation will take effect on such date as may be determined by the board of directors of the Company. It is currently anticipated that the Consolidation (if so approved) will be completed as soon as practicable after the Meeting and shortly before the common shares' admission to trading on the AIM market of the London Stock Exchange plc ("AIM") is cancelled (the "Cancellation").
Proposed Cancellation of Admission of the Company's Shares to Trading on AIM
Following the equity financing and debt restructuring of the Company, as announced on December 15, 2016, and as, upon completion of the Consolidation, Talara and members of Caza management would have beneficial interests of approximately 98.13% and 1.87% in the Company, it is no longer considered appropriate for the Company's common shares to be traded on the AIM market. Accordingly, the Circular also includes a special resolution to authorize and approve cancellation of the admission of the Common Shares to trading on the AIM market of the London Stock Exchange plc ("Cancellation"), subject to shareholder approval of the Consolidation. Under the AIM Rules for Companies (the "AIM Rules"), the Cancellation can only be effected by the Company after the passing of a resolution approved by at least 75 per cent of the votes cast by shareholders (present in person or by proxy) in a general meeting and the expiration of certain notice and waiting periods prescribed by AIM Rules. Talara owns more than 90% of the outstanding Common Shares and has advised the Company that it intends to vote all such Common Shares in favour of the Cancellation.
In addition to shareholder approval, and accordance with Rule 41 of the AIM Rules, the Cancellation can only be effected by the expiration of a period of 20 Business Days (as defined in the AIM Rules) from the date on which notice of such Cancellation is given. In addition, a period of at least five business days following approval of the Cancellation is required before the Cancellation will be effective. Such notice has duly been given in this announcement, and will be given separately to the London Stock Exchange, and, if shareholders approve the relevant Resolution during the forthcoming Meeting, it is expected that trading on AIM in the common shares will cease at the close of business on May 9, 2016 with the Cancellation becoming effective at 7.00 a.m. GMT on May 10, 2016.
Following the Cancellation, shareholders will no longer be able to buy and sell common shares of the Company on AIM or any other public stock market and the Company will no longer be required to comply with the AIM Rules.
Voluntary delisting from the TSX
Upon completion of the Consolidation, Caza also intends to apply to voluntarily delist the common shares from the Toronto Stock Exchange ("TSX") and to terminate its reporting obligations as a reporting issuer under Canadian securities laws. Caza is currently subject to a delisting review by the TSX as a result of Caza's reliance on the TSX's financial hardship exemption in connection with the issue and sale to Talara of 9,467,419,937 common shares on December 23, 2015. The TSX has extended the delisting review process at the request of Caza in order to maintain trading of the Common Shares on the TSX until such time as the Consolidation and the subsequent voluntary delisting of the Common Shares has been completed and in any event no later than May 16, 2016.
Caza is engaged in the acquisition, exploration, development and production of hydrocarbons in the following regions of the United States of America through its subsidiary, Caza Petroleum, Inc.: Permian Basin (West Texas and Southeast New Mexico) and Texas and Louisiana Gulf Coast (on-shore).
The TSX has neither approved nor disapproved the information contained herein.
Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Such information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "schedule", "continue", "estimate", "expect", "may", "will", "hope", "project", "predict", "potential", "intend", "could", "might", "should", "believe", "develop", "test", "anticipate", "enhance" and similar expressions. In particular, statements regarding the completion and timing of the Consolidation, the termination of listing of the Caza's common shares on any exchange or the termination of Caza's status as a reporting issuer constitutes forward-looking information.
Such forward looking information is subject to certain risks, assumptions and uncertainties, including risks and uncertainties associated with the completion of the Consolidation and the other matters contemplated herein. For more exhaustive information on these risks, assumptions and uncertainties you should refer to the Circular which will be available at www.sedar.com. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time except as may be required by securities laws.