CALGARY, ALBERTA–(Marketwired – May 6, 2013) – Insignia Energy Ltd. (“Insignia” or the “Company“) (ISN.TO) today announced that the independent members of the board of directors of the Company have received a proposal (the “Proposal“) from Brookfield Capital Partners Ltd. (“Brookfield“) to privatize Insignia. Under the Proposal, all shareholders of Insignia, other than those participating in the Proposal, would receive $1.35 cash for each of their common shares of Insignia (“Common Shares“). The proposed offer price translates into a premium of 95% based on the weighted average trading price of the Common Shares on the Toronto Stock Exchange (“TSX“) for the previous twenty (20) trading dates ended May 3, 2013.
Brookfield has not made a formal or binding offer yet.
Brookfield and its affiliates currently own approximately 38.8 million Common Shares representing approximately 67% of the currently issued and outstanding Common Shares of Insignia. Members of management of Insignia, who collectively beneficially own or exercise control or direction over approximately 2.4 million additional Common Shares of Insignia (4.1%), will participate in the privatization transaction and remain as shareholders and employees.
Brookfield has proposed that the transaction proceed by way of an arrangement under the Business Corporations Act (Alberta), which would require shareholder approval and the approval of the Alberta Court of Queen’s Bench. If the Proposal is acceptable and the transaction proceeds, it will also be subject to the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) which requires that: (i) a formal independent valuation of Insignia be prepared under the supervision of a committee of independent members of the board of directors of Insignia; and (ii) the transaction be approved by a “majority of the minority” shareholders of Insignia.
A committee of the independent members of board of directors of Insignia (the “Committee“) has been established and it is considering the Proposal and obtaining an independent valuation of Insignia. In that regard the Committee has engaged Peters & Co. Limited to prepare the valuation in accordance with MI 61-101 and has retained independent legal counsel to advise the Committee.
The Proposal is subject to a number of important conditions in favour of Brookfield, including receipt of the independent valuation, negotiation of a formal binding arrangement agreement and related definitive documentation and the exercise or cancellation of all outstanding stock options and performance warrants issued by Insignia.
Shareholders are cautioned that the Company has only received the Proposal and that no decisions or recommendations have been made by the Committee or the board of directors of Insignia in response thereto. The Proposal is non-binding, and there can be no assurance that the transaction contemplated by the Proposal, or any other transaction, will be proceeded with or recommended by the board of directors. It is anticipated that negotiation of a binding arrangement agreement will occur over the ensuing week and shareholders will be advised if and at such time as the Proposal becomes a binding offer by Brookfield.
Insignia is a publicly listed junior oil and gas exploration and development company based in Calgary, Alberta. Insignia’s Common Shares trade on the TSX under the symbol “ISN”.
Forward-Looking Statements
This document contains “forward-looking statements” regarding Brookfield’s Proposal including statements regarding the Proposal and terms and conditions thereof. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the transaction, that the terms of the transaction will vary materially from those proposed, that the conditions precedent to proceeding with the transaction may not be met on a timely basis or at all, including negotiation and execution of definitive documentation. The forward-looking statements contained herein are made at the date of this document and the Company does not undertake any obligation to update publicly or revise any of the forward-looking statements contained in this document, whether as a result of new information, future event or otherwise, except as required by applicable securities laws.
This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information, regarding the Proposal and the terms and conditions thereof.