The Lundins apear not to be sleeping.
DSW
Tuesday December 2, 8:31 pm Eastern Time
Company Press Release
International Petroleum: Sands Petroleum Ab Issues Bid for International Petroleum
Corporation
VANCOUVER, British Columbia--(BUSINESS WIRE)--Dec. 2, 1997-- International Petrol(TSE:IRP. - news; VSE:IRP. - news; NASDAQ:IRPPF -
news; STOCKHOLM AND VANCOUVER) IRP - T.S.E., IRPPF - NASDAQ, IPC - STOCKHOLM... ... International Petroleum Corporation
(''IPC'') announces that Sands Petroleum AB (publ) (''Sands'') has made a formal bid for all of the issued and outstanding common shares (including
common shares as represented by Swedish Depositary Receipts (''SDRs'') of International Petroleum Corporation. Sands previously announced its
intention to make the bid on August 31, 1997. Because the common shares of IPC are listed on NASDAQ, Sands was required to file the offer and
offering circular being used in connection with the bid with the United States Securities and Exchange Commission in the form of a registration statement
and have such registration statement declared effective prior to the mailing of the offer. The registration statement was declared effective by the United
States Securities and Exchange Commission today.
The formal bid consists of an offer to the SDR holders of IPC (the ''SDR Offer'') on the basis of one Series B share of Sands for every 1.15 SDRs of
IPC and an offer to the common shareholders of IPC (the ''Share Offer'') on the basis of one Series B share of Sands as represented by a global
depositary security (a ''GDS'') for every 1.15 common shares of IPC. The SDR Offer commences on December 3, 1997 and expires on December 23,
1997. The Share Offer commences on December 2, 1997 and expires on December 23, 1997. The bid is subject to various conditions including, among
other things: (a) there being deposited under the SDR Offer and the Share Offer and not withdrawn 90 percent of the issued and outstanding common
shares of IPC (including common shares of IPC as represented by SDRs) other than common shares of IPC held by Sands and its associates and
affiliates; (b) an extraordinary general meeting of the shareholders of Sands approving appropriate resolutions to authorize a new issue of Series B shares
to IPC shareholders; and (c) the receipt of all necessary regulatory approvals and consents, on terms satisfactory to Sands in respect of the bid.
The combined company will have estimated daily production of 15,450 barrels of oil equivalent. On a pro forma basis as of January 1, 1997, proven and
probable additional reserves of the combined company aggregate approximately 60.4 million barrels and 594.7 billion standard cubic feet totaling 159.5
million barrels of oil equivalent.
Adolf H. Lundin (together with members of his family), the principal shareholder of both Sands and IPC, intends to tender all of his 8,995,560 common
shares of IPC to Sands in connection with the bid.
As a result of Mr. Lundin's ownership in both Sands and IPC, the bid constitutes and ''insider bid'' in accordance with applicable Canadian securities
legislation. Accordingly, an independent committee of the board of directors of IPC was formed in order to assesses the fairness from a financial point of
view of the bid to the shareholders of IPC other than Adolf H. Lundin and related parties. In fulfillment of its mandate, the independent committee
engaged Yorkton Securities Inc. to prepare a valuation of the Series B shares of Sands and the common shares of IPC and a fairness opinion in order to
assist the independent committee at arriving at its conclusions. On August 31, 1997, Yorkton reported to the independent committee that, based on its
valuations of the Series B shares of Sands and the common shares of IPC, an exchange ratio in the range of one Series B share of Sands for 1.23 to 1.35
common shares of IPC reflected the relative value of Sands and IPC. Further to its final review of documentation relating to the bid, Yorkton has
determined that a revised exchange ratio in the range of one Series B share of Sands for 1.23 to 1.30 common shares of IPC reflects the current relative
value of Sands and IPC and that the bid is fair from a financial point of view to the shareholders of IPC other than the Adolf H. Lundin family. On
November 25, 1997, the independent committee issued its final recommendation that the proposed bid was in the best interests of IPC and fair to the IPC
shareholders other than Adolf H. Lundin and related parties. As a result, the board of directors has issued a recommendation that, in the absence of a
better offer to purchase all of the outstanding common shares of IPC, that IPC shareholders accept the offer by Sands.
As a result of the interruption of postal service in Canada caused by the strike by employees of the Canada Post Corporation, the Share Offer by Sands
together with the take-over bid circular of Sands and the directors' circular of IPC is being sent to common shareholders of IPC today using an overnight
courier service. Common shareholders of IPC should also be aware that the Share Offer together with the take-over bid circular of Sands and the
directors' circular of IPC are generally available on the SEDAR website at www.sedar.com. The SDR Offer in both Swedish and English was made
available to SDR holders of IPC on November 28, 1997 and was mailed to SDR holders on December 1, 1997. Full information regarding the combined
company and the bid is included in the offer documents being sent to common shareholders and SDR holders of IPC. Such information includes, among
other things, important financial information. IPC shareholders and SDR holders are encouraged to read the offer documents in their entirety.
IPC is also pleased to announce that The Toronto Stock Exchange has conditionally approved the listing of the GDSs to be issued in connection with the
Share Offer. Listing is subject to Sands fulfilling all of the requirements of The Toronto Stock Exchange on or before February 25, 1998, including
distribution of the GDSs to a minimum number of public shareholders.
ON BEHALF OF THE BOARD
Ian H. Lundin, President
Contact:
International Petroleum Corporation
Ian H. Lundin, +4122-319-6600
Mobile: +4179-210-6207
or
Sands Petroleum AB
Magnus Nordin, +468-440-5450
or
International Petroleum Corporation
Sophia Shane, 604/ 689-7842 |
