CALGARY, April 17 /CNW/ - CALAHOO PETROLEUM LTD. (``Calahoo') announced
that it has entered into a definitive business combination agreement with
SAMSON CANADA, LTD. (``Samson') pursuant to which Samson will offer to
acquire all of the issued and outstanding common shares of Calahoo at a cash
price of $2.90 per share, and all of Calahoo's issued and outstanding Series 1
Class C Preferred Shares at a cash price of $1.05 per share.
The board of directors of each of Calahoo and Samson have approved the
transaction, which will be subject to certain conditions including the
tendering of a minimum of 66 2/3% of the common shares of Calahoo to Samson
and the obtaining of required regulatory approvals. Calahoo's directors and
officers representing approximately 12% of the fully diluted shares have
agreed to enter into lock-up agreements to tender to the offer. Calahoo has
agreed, under certain circumstances, to pay to Samson a break fee of $4.4
million.
The board of directors of Calahoo will recommend that shareholders accept
the offer and has agreed that Calahoo will not solicit or initiate discussions
or negotiations with any other party concerning the assets or shares of
Calahoo until the expiry date of the offer, or any extension thereof.
Griffiths McBurney & Partners acted as financial advisor to Calahoo and will
provide a fairness opinion in connection with the proposed transaction.
Calahoo is a public oil and gas company whose shares trade on The Toronto
Stock Exchange under the symbol ``CLX'.
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For further information: CALAHOO PETROLEUM LTD., Phone: (403) 237-8688,
Fax: (403) 237-6939, Michael B. O'Hara, President and Chief Executive Officer,
Patrick G. Oliver, Vice President Finance and Chief Financial Officer
CALAHOO PETROLEUM LTD. has 1 releases in this database.
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