CALGARY, ALBERTA–(Marketwired – Sept. 7, 2016) – Yoho Resources Inc. (TSX VENTURE:YO) (“Yoho“) announced today the completion of a going private transaction by way of statutory plan of arrangement (the “Arrangement“) involving Yoho and 1981064 Alberta Ltd. (“AcquisitionCo“), an entity related to One Stone Energy Partners, L.P. (“One Stone“). Pursuant to the Arrangement, all common shareholders of Yoho are entitled to receive $0.475 in cash for each Yoho common share (the “Yoho Shares“) held, other than one shareholder of Yoho who agreed to exchange its Yoho Shares (comprising approximately 12.4% of the Yoho Shares outstanding) for common shares of AcquisitionCo. One Stone is a New York based private equity fund focused primarily on oil and gas investments in North America and abroad.
Immediately after giving effect to the acquisition of the Yoho Shares under the Arrangement, AcquisitionCo owned and controlled 61,154,831 Yoho Shares, which represents 100% of the issued and outstanding Yoho Shares. As part of the Arrangement, Yoho and AcquisitionCo were amalgamated and continued as one corporation under the name “Yoho Resources Inc.”
It is expected the Yoho Shares will cease trading and will be delisted from the TSX Venture Exchange in approximately two to three business days. After delisting of the Yoho Shares, Yoho will apply to the applicable Canadian securities regulatory authorities in order to cease to be a reporting issuer.
Registered shareholders of Yoho who have not already done so, should submit a completed letter of transmittal to Computershare Investor Services Inc., the depositary appointed by AcquisitionCo and Yoho in relation to the Arrangement. Shareholders that hold certificates must include their certificates with their letter of transmittal. Letters of transmittal were previously sent to shareholders of Yoho and additional copies may be obtained by contacting Computershare by telephone at 1-800-564-6253 or at 1-514-982-7555 (if outside North America), or by email at [email protected].com.
AcquisitionCo will file an early warning report, pursuant to National Instrument 62-103, in respect of its acquisition of Yoho Shares. A copy of this report may be obtained from Yoho’s SEDAR profile at www.sedar.com or by contacting Rimma Khafizova from One Stone at 212-702-8670.
Acumen Capital Finance Partners Limited acted as financial advisor to Yoho’s board of directors and Burnet, Duckworth & Palmer LLP acted as legal counsel to Yoho in respect of the Arrangement. Stikeman Elliott LLP acted as legal counsel to One Stone and AcquisitionCo in respect of the Arrangement.