CALGARY, Dec. 11, 2013 /CNW/ – Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) (TSX, NYSE MKT: BXE) and Angle Energy Inc. (“Angle”) (TSX: NGL) are pleased to announce that they have closed the previously announced plan of arrangement (the “Arrangement”). Pursuant to the Arrangement, Bellatrix acquired all of the issued and outstanding common shares of Angle (the “Angle Shares”) for consideration consisting of $69.7 million in cash and approximately 30.2 million Bellatrix common shares. Bellatrix also acquired all of the issued and outstanding 5.75% convertible unsecured subordinated debentures of Angle with a maturity date of January 31, 2016 (the “Angle Debentures”) in the aggregate principal amount of $60,000,000 on the basis of $1,040 in cash per $1,000 principal amount of the Angle Debentures, plus accrued and unpaid interest to yesterday.
Management of Bellatrix believes that the combination of Bellatrix’s top-tier asset base with Angle’s high quality, low-cost, high working interest asset base has created one of the largest, intermediate producers in the West Central Alberta fairway with a dominant and highly focused position in the Cardium and Lower Mannville.
In conjunction with the Arrangement, the Board of Directors of Bellatrix has approved the appointment of Keith Turnbull, a former director of Angle, as a director of Bellatrix effective January 1, 2014. Keith Turnbull is a Chartered Accountant and has been a business consultant since his retirement as a Partner from KPMG on December 31, 2009, after nearly 30 years of service. Mr. Turnbull has extensive experience in all aspects of public company accounting, finance and management matters, including serving as Office Managing Partner at KPMG’s Calgary office, where he was responsible for the strategic direction and growth of the Calgary practice, as well its audit, tax and advisory business. Mr. Turnbull is a member of the Alberta and Canadian Institute of Chartered Accountants and the Institute of Corporate Directors. Mr. Turnbull is currently a director and audit committee member of Crown Point Energy Inc. and Renegade Petroleum Ltd.
Angle shareholders and debentureholders who have not already done so should submit their certificates representing Angle Shares and Angle Debentures to Computershare Investor Services Inc., the depositary pursuant to the Arrangement, together with the applicable letters of transmittal following the instructions set out in such letters of transmittal in order to receive the consideration that they are entitled to pursuant to the Arrangement. Letters of transmittal were sent to Angle shareholders and debentureholders and additional copies may be obtained by contacting Computershare Investor Services Inc. by telephone at 1-800-564-6253 (Canada and U.S.) or 1-514-982-7555 (Outside North America) or by e-mail at firstname.lastname@example.org.
As part of the Arrangement, Angle and its subsidiary Angle Energy Inc. were amalgamated with Bellatrix and continued under the name “Bellatrix Exploration Ltd.” and the Angle Shares will be delisted from the Toronto Stock Exchange.
AltaCorp Capital Inc. and Macquarie Capital Markets Canada Ltd. acted as financial advisors to Bellatrix and FirstEnergy Capital Corp. and Cormark Securities Inc. acted as financial advisors to Angle with respect to the Arrangement.
Forward-Looking Statements: This press release contains forward looking statements. More particularly, this press release contains statements concerning the timing of Mr. Turnbull’s appointment to the Board of Directors of Bellatrix. Certain forward-looking statements are based on certain key expectations and assumptions made by the Company’s management, including among others, the ability of the Company to execute and realize on the anticipated benefits of the Arrangement, expectations and assumptions concerning prevailing commodity prices, exchange rates, interest rates, applicable