MERGERS-ACQUISITIONS / Berkley Petroleum Corp. Mails Burner
Exploration Ltd. Takeover Bid Circular
ASE, TSE SYMBOL: BKP
AND BURNER EXPLORATION LTD.
ASE SYMBOL: BXP
MARCH 9, 1998
CALGARY, ALBERTA--Berkley Petroleum Corp. ("Berkley") (BKP:TSE)
announced that it has today mailed to all registered
securityholders of Burner Exploration Ltd. ("Burner") (BXP:ASE)
a formal offer to purchase and takeover bid circular in connection
with Berkley's previously announced acquisition of Burner.
Pursuant to the formal offer, Berkley has offered to acquire all
of the outstanding common shares of Burner in exchange for Berkley
common shares on the basis of 0.071428 of a Berkley common share
for each Burner common share and has offered to acquire all of the
outstanding warrants to purchase Burner common shares in exchange
for equivalent warrants to purchase Berkley common shares at an
exercise price of $21.00 per share, on the basis of one Berkley
warrant for each 14 Burner warrants.
Burner also announced that its board of directors has mailed today
a directors' circular containing the board's recommendation that
Burner shareholders and warrantholders accept the Berkley offer.
The recommendation of the Burner board of directors was based,
among other things, on the review of the Berkley offer by a
special committee of independent directors and a fairness opinion
received from Canadian Western Capital Limited.
The directors and officers of Burner, together with certain other
shareholders holding in aggregate approximately 32 percent of the
outstanding Burner common shares and 100 percent of the
outstanding Burner Warrants, have agreed to tender their common
shares and warrants to the offer. Burner has also agreed to pay
Berkley a non-completion fee of $750,000 in certain circumstances
and has agreed not to solicit other transaction proposals.
The offer expires at 5:00 p.m. (Calgary time) on Tuesday, March
31, 1998 and is conditional upon not less than 66 2/3 percent of
the outstanding Burner common shares (on a fully-diluted basis)
and not less than 100 percent of the outstanding Burner warrants
being tendered under and not withdrawn from the offer and
obtaining all required regulatory and stock exchange approvals.
If the offer is successful, Berkley intends to take such steps as
may be advisable in order to acquire 100 percent of the
outstanding Burner common shares.
First Marathon Securities Limited and First Marathon (USA) Inc.
are the dealer managers for the offer and Montreal Trust Company
of Canada is the depositary.
The Berkley common shares and warrants may be offered only
pursuant to the takeover bid circular that may be obtained from
Berkley and that contains detailed information about Berkley and
its management, as well as financial statements. This press
release does not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of these securities,
in the United States or any other jurisdiction in which such
solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of the United States or
such other jurisdiction.
Berkley Petroleum's News Releases for the past 14 months can be
accessed electronically through Canadian Corporate News website at
cdn-news.com and Berkley's home page at berkleypete.com. |
