Monday November 29, 9:06 am Eastern Time
Company Press Release
Berkley Petroleum Announces Offer
For Symmetry Resources
CALGARY, ALBERTA--Berkley Petroleum Corp.
(``Berkley') and Symmetry Resources Inc. (``Symmetry') jointly announce that they have entered
into an agreement pursuant to which Berkley will offer to purchase all of the issued and outstanding
common shares of Symmetry on the basis of 0.081 common shares of Berkley for each Symmetry
share (the ``Offer'). Based on the 30-day weighted average trading price on The Toronto Stock
Exchange (``TSE') for Berkley shares, the Offer represents approximately $1.05 per Symmetry
share, a 25% premium to Symmetry's closing share price on Friday November 26, 1999.
The Board of Directors of Symmetry has unanimously agreed to recommend acceptance of the
offer to the shareholders of Symmetry. Under separate agreements, certain officers and directors of
Symmetry have agreed to tender their Symmetry shares to the Offer. The agreement between
Berkley and Symmetry also provides that Symmetry shall not, directly or indirectly, solicit or initiate
any enquiries, discussions or negotiations with any third party with respect to any alternative
transaction. The agreement also provides for a $1.35 million break fee payable to Berkley in certain
circumstances. Nesbitt Burns Inc. and Salman Partners Inc. are acting as financial advisors and
soliciting dealer managers to Berkley in connection with the Offer. National Bank Financial Corp. is
acting as financial advisor to the Board of Directors of Symmetry and will provide a fairness opinion
in connection with the Offer.
Berkley anticipates mailing the Offer on or before December 10, 1999. The Offer will be open for
acceptance until January 6, 2000, unless extended by Berkley and is conditional upon, among other
things, a minimum of 66 2/3% of the Symmetry shares being properly tendered under the Offer.
Upon the successful completion of the Offer, it is anticipated that nominees of Berkley will replace
the existing directors of Symmetry.
Berkley is a Canadian company engaged in exploration, development and production of natural gas
and crude oil. Berkley's common shares are listed on the TSE and The Canadian Venture Exchange
(formerly The Alberta Stock Exchange) under the trading symbol ``BKP'.
Symmetry is an oil and gas acquisition, exploration and production company that owns interests in
oil and gas properties located in western Canada. The common shares of Symmetry are listed on
the Toronto Stock Exchange under the symbol ``SYO'.
Berkley Petroleum's News Releases can be accessed electronically through Canadian Corporate
News website at www.cdn-news.com or the Berkley website at www.berkleypete.com. |
