CALGARY, AB – Waterous Energy Fund (“WEF”) is very pleased to announce three important updates with respect to WEF’s take-over bid (the “Bid”, or the “Offer”) of Osum Oil Sands Corp. (“Osum”, or the “Company”):
The Alberta Securities Commission (“ASC”) Ruled in Favor of WEF and Against Osum
Today, the Alberta Securities Commission dismissed, in its entirety, the application of Osum for a cease-trade order made on December 3, 2020. The Offer remains open in accordance with its terms and will expire at 5:00 p.m. (Calgary time) on February 24, 2020.
Commenting on the ASC’s decision, Adam Waterous, CEO of Waterous Energy Fund, remarked, “At the time WEF launched its Bid in November 2020, the Bid was supported by 65% of the company’s shareholder base, in which all eight of the company’s largest shareholders had either already sold, or had agreed to sell, their shares under the terms of our Offer. In the face of this overwhelming shareholder support, Osum submitted a baseless application to the ASC in a Hail Mary attempt to thwart the Bid and deprive the remaining shareholders of their right to tender. The actions of Osum are reflective of an entrenched board and management team, and WEF is pleased that the ASC came to this conclusion to allow Osum’s shareholders the right to choose.”
WEF’s Take-Over Bid Has Been Met With Overwhelming Shareholder Support
For the Offer to be successful, more than 50% of the shares not currently owned by WEF must be tendered (the “Minimum Tender Condition”). As outlined in WEF’s Offer Circular, at the time WEF launched the Bid in November 2020, WEF was already in possession of executed support agreements from Osum’s five largest institutional shareholders, collectively representing 36% of the outstanding common shares not currently owned by WEF.
Shareholder support for the Offer has grown considerably since the launch. WEF reasonably believes that, taking into account the original signed support agreements, new signed support agreements since the bid’s launch, shares tendered, and indications from shareholders who have expressed their intention to tender, WEF has now received shareholder support in excess of the Minimum Tender Condition, paving the way for a successful Bid.
Any Alternative Transaction for Osum Requires the Consent of WEF
On December 8, 2020, Osum launched a corporate sale process “for the sale of approximately 55% or 100% of the outstanding common shares of Osum.” This announcement came as a surprise to WEF. Pursuant to WEF’s Investor Rights Agreements, WEF has the right to approve any change of control transaction for the company. Beyond these contractual rights, WEF’s support agreements preclude a competing bid without WEF consent, and certain of these support agreements can be extended so long as the Offer remains outstanding. WEF has made it clear to Osum that it has no intention of selling its shares or consenting to a change of control at this time. Osum is aware of these restrictions yet has continued with a corporate sale process, wasting time and resources of the Company.
Under the terms of the Offer, Osum’s shareholders will receive $2.40 in cash for each Common Share subject to the Offer. Shareholders are encouraged to tender today by executing the Letter of Transmittal and deposit it with the share certificate to WEF’s Depositary and Information Agent, Kingsdale Advisors, at the address indicated in the Letter of Transmittal. The foregoing action must be taken in advance of the Expiry Time of 5:00 p.m. (Calgary time) on February 24, 2021. If you have any questions or require assistance with tendering to the Offer please contact Kingsdale Advisors, by telephone toll-free in North America at 1-866-581-0506 and at 1-416-867-2272 outside North America or by e-mail at firstname.lastname@example.org.
About Waterous Energy Fund: Waterous Energy Fund is a Calgary-based energy investment firm with offices in Houston and New York. Founded in 2017, the firm is pursuing investments in the North American oil and gas sector. For additional information, see www.waterous.com