Jan 10, '09
Tusk Energy (TSK-T) has entered into an arrangement agreement with Polar Star Canadian Oil and Gas Inc., a venture indirectly owned by the Teachers Insurance and Annuity Association of America (TIAA). Under the terms of the Arrangement Agreement, Polar will acquire all of the issued and outstanding common shares of TUSK for cash consideration of CDN$2.15 per TUSK share, by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The cash consideration of CDN$2.15 per TUSK share under the Arrangement Agreement represents a 165% premium to the weighted average trading price of the TUSK shares for the 20 trading days ending February 9, 2009 and a 150% premium over the closing price of the TUSK shares on February 9, 2009 of CDN$0.86. Including the assumption of indebtedness, the aggregate value of the transaction is approximately CDN$257 million.
The Board of Directors of TUSK (the "TUSK Board") unanimously approved the Arrangement and unanimously recommends that shareholders vote in favour of the transaction. All of the members of the TUSK Board and TUSK's executive officers, who collectively own approximately 7.7% of the outstanding TUSK shares, have entered into lock-up agreements with Polar in respect of the proposed transaction and have confirmed their intention to vote their TUSK shares in favour of the Arrangement.
Macquarie Capital Markets Canada Ltd. and Scotia Waterous Inc., TUSK's financial advisors, have each provided the TUSK Board with their respective verbal opinions that, as of the date hereof, the consideration to be received by TUSK's shareholders pursuant to the proposed Arrangement is fair, from a financial point of view. Peters & Co. Limited acted as financial advisor to Polar with respect to the acquisition of TUSK.
The Arrangement is subject to a number of conditions including, but not limited to, the approval of: (a) at least 66 2/3% of the votes cast in person or by proxy at a special meeting of TUSK's shareholders, and (b) a majority of the votes cast by minority shareholders, as well as court and regulatory approvals (including pursuant to the Investment Canada Act) and other customary conditions. An information circular regarding the Arrangement is expected to be mailed to TUSK shareholders in late February for a meeting expected to be held in late March, with completion of the Arrangement shortly thereafter.
Under the Arrangement Agreement, TUSK has agreed that it will not solicit or initiate any discussions concerning the pursuit of any other acquisition proposals. TUSK has also agreed to pay a termination fee in an amount equal to CDN$7.7 million to Polar in certain circumstances. In addition, Polar has the right to match any competing proposal for TUSK in the event such a proposal is made. TUSK and Polar have each further agreed to pay the other party an expense reimbursement fee equal to the out-of-pocket expenses incurred in connection with the Arrangement Agreement and the transactions contemplated thereby, up to a maximum of CDN$2.0 million, if the Arrangement Agreement is terminated by such party under certain circumstances.
TIAA
TIAA is a New York-based life insurance company; CREF is a companion organization to TIAA and a SEC-registered Investment Company. Together, TIAA-CREF (www.tiaa-cref.org) is a national financial services organization with $363 billion in combined assets under management (as of 12/31/08) and is the leading provider of retirement services in the academic, research, medical and cultural fields. |
