CALGARY, Alberta, March 28, 2018 (GLOBE NEWSWIRE) — Waterous Energy Fund announced that certain of its affiliates, Waterous Energy Fund (International) L.P. and Waterous Energy Fund (Canadian) L.P. (collectively, “WEF”), entered into an arrangement agreement (the “Arrangement Agreement“) with Cona Resources Ltd., (“Cona“) on March 27, 2018, whereby WEF agreed to acquire all of the common shares of Cona (“Common Shares“) not currently owned by WEF pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“). Under the terms of the Arrangement and subject to its successful completion, shareholders of Cona other than WEF, will be entitled to receive $2.55 in cash per Common Share. WEF currently owns or controls 67,742,345 Common Shares of Cona (representing approximately 67% of the outstanding Common Shares).
The Arrangement is subject to the approval of Cona shareholders, including the approval of (i) at least 66-2/3% of the votes cast in person or by proxy at the meeting of the Cona shareholders called to approve the Arrangement, and (ii) the majority of the votes cast by Cona shareholders excluding votes cast by WEF and other Cona shareholders that may not be included in determining if minority approval is obtained pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.
The Arrangement is also subject to approval by the Court of the Queen’s Bench of Alberta and involves a determination by such court that the Arrangement, and the procedures relating thereto, are fair and reasonable, substantively and procedurally, to the shareholders of Cona. If the Arrangement is completed, all of the Common Shares will be held by WEF and Cona will be de-listed from the Toronto Stock Exchange.
The Arrangement Agreement also includes provisions relating to non-solicitation, and contains a customary “fiduciary out” provision that entitles the Cona Board of Directors to support a superior proposal for all of the outstanding Common Shares, where a failure to do so would be inconsistent with their fiduciary duties. The Arrangement Agreement also includes customary deal protection terms, including a right to match any such superior proposal in favour of WEF.
Additional details relating to the proposed going private transaction and the Arrangement Agreement may be found in Cona’s news release dated March 28, 2018. Cona’s head office is located at: Suite 1900, 421 – 7 Avenue SW, Calgary, Alberta T2P 4K9.
This news release has been disseminated in accordance with the early warning requirements of Canadian securities laws, including National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, to reflect the change in WEF’s intention regarding its ownership of Common Shares. There has been no change in WEF’s beneficial ownership of Common Shares at this time.
About Waterous Energy Fund
Waterous Energy Fund is a Calgary headquartered private equity firm pursuing investments in the oil and gas space.