CALGARY, Alberta, Aug. 09, 2018 (GLOBE NEWSWIRE) — Baytex Energy Corp. (“Baytex”)(TSX, NYSE: BTE) and Raging River Exploration Inc. (“Raging River”)(TSX: RRX) are pleased to announce that two leading independent proxy advisory firms that provide voting recommendations to institutional investors, Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), have each recommended that shareholders vote in favour of the proposed plan of arrangement (the “Arrangement”) involving Baytex and Raging River.
Recommendation to Raging River Shareholders
ISS and Glass Lewis have recommended that shareholders of Raging River vote FOR the special resolution to approve the proposed Arrangement.
ISS noted, “The Arrangement makes strategic sense as the combined company is expected to be a larger and more diversified company and will have greater exposure to Canadian and foreign institutional investors, thereby improving the company’s cost of capital. As current Raging River shareholders will own 57% of the company they will continue to participate in the growth opportunities associated with Raging River’s historic business and Baytex’s business, while also continuing to have significant representation of Raging River management and the Raging River board on management and the Baytex board.”
Glass Lewis noted, “The combination offers several benefits for Raging River shareholders, including diversification to a high-quality asset portfolio with attractive cash flow generation and growth potential, as well as scale and capital which is required to develop the East Duvernay Shale oil play assets. The structure and terms of the transaction enable Raging River shareholders to retain meaningful ownership in a larger, internally-funded and diversified asset portfolio, and to participate in any revaluation potential and improved trading liquidity, while also valuing Raging River at a modest premium to its unaffected trading price.”
Recommendation to Baytex Shareholders
ISS and Glass Lewis have recommended that shareholders of Baytex vote FOR the ordinary resolution to approve the issuance of Baytex shares to Raging River shareholders pursuant to the Arrangement (the “Issuance Resolution”).
ISS noted, “The Arrangement makes strategic sense as it is expected to create a larger North American oil producer with a considerable capital market presence. The combined company is expected to be larger, stronger, and more diverse than Baytex on a stand-alone basis, with improvements in terms of operating efficiencies and a strengthened balance sheet.”
Glass Lewis noted, “Given the opportunity to participate as investors in a larger, more diversified, better-funded and higher-profile company, we believe the proposed arrangement is strategically and financially compelling. In our opinion, the proposed exchange ratio represents a reasonable price to pay given the expected strategic and financial benefits and the opportunity to enhance shareholder value. Based on these factors, along with the support of the board, we believe the proposed arrangement is in the best interests of shareholders.”
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
For Raging River shareholders, the proxy voting deadline is 9:30 a.m. (Calgary time) on Friday, August 17, 2018.
The Board of Directors of Raging River UNANIMOUSLY recommends that
Raging River Shareholders vote IN FAVOUR of the Arrangement
For Baytex shareholders, the proxy voting deadline is 10:30 a.m. (Calgary time) on Friday, August 17, 2018.
The Board of Directors of Baytex UNANIMOUSLY recommends that
Baytex Shareholders vote IN FAVOUR of the Issuance Resolution
Raging River Meeting
The special meeting of Raging River shareholders is scheduled to be held at 9:30 a.m. (Calgary time) on Tuesday, August 21, 2018 in the Devonian Room at the Calgary Petroleum Club located at 319 – 5th Avenue S.W., Calgary, Alberta.
The special meeting of Baytex shareholders is scheduled to be held at 10:30 a.m. (Calgary time) on Tuesday, August 21, 2018 in the Devonian Room at the Calgary Petroleum Club located at 319 – 5th Avenue S.W., Calgary, Alberta.
Additional information concerning the Arrangement and the Issuance Resolution can be found in the joint management information circular of Baytex and Raging River dated July 12, 2018 (the “Circular”). An electronic copy of the Circular is available on Baytex’s website at www.baytexenergy.com and on Raging River’s website at www.rrexploration.com. The Circular is also available on SEDAR under the issuer profiles of both companies at www.sedar.com and on EDGAR under Baytex’s profile at www.sec.gov/edgar.shtml.
Shareholder Information and Questions
Baytex and Raging River shareholders who need assistance with voting their shares or making the appropriate election can contact our proxy solicitation agent, Laurel Hill Advisory Group:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Shareholders are encouraged to vote today using the internet, telephone or facsimile.