To all:
To Make $652 Million offer for Morrison Petroleum
CALGARY, Jan. 13 /CNW/ - Canadian 88 Energy Corp. today announced that it intends to make an offer to acquire all of the outstanding shares of Morrison Petroleums Ltd. Morrison had approximately 65.2 million common shares outstanding at December 31, 1996. Canadian 88 plans to offer, at the option of the holder, $10.00 in cash for each common share of Morrison, up to a maximum of $140 million, or 1.5 common shares of Canadian 88 for each common share of Morrison (the ``Offer''). The formal offer will be mailed later this week.
For those interested, a conference call will be held at 10:00 a.m. (Eastern Time) on Monday, January 13, 1997 which may be accessed by calling 1-800-735-3051 (access code 8084 no.) or 1-800-735-2849 (access code 8084 no.).
Greg Noval, the President and Chief Executive Officer of Canadian 88 said in Calgary, Alberta today that ``Canadian 88's offer is attractive for shareholders of both companies for the following reasons:
- The share price offered is a 19% premium to the closing price of Morrison's shares on January 10, 1997.
- The Offer will have a positive impact on Canadian 88's per share cash flow.
- Significant operating synergies will be realized particularly in the Foothills and Central and West Central Alberta.
- Morrison shareholders will benefit from Canadian 88's proven record of success and management in areas where Morrison has a large land inventory and many high impact prospects.
- Canadian 88 has one of the lowest finding and development costs in the industry (3-year average is $4.12 per proven BOE) and a capable and aggressive young management team with a proven track record which will enhance the value of the combined company.
- The combined company will have a debt to cash flow ratio which will not exceed 1.2:1 and a market capitalization of $1.2 billion.''
The Offer will remain open for 21 days from the date of mailing and will be subject to a number of terms and conditions which will be set forth in the formal offer. One of such conditions will be that not less than 50.1% of the common shares of Morrison (calculated on a diluted basis) are tendered and not withdrawn under the Offer. Approximately 8% of the outstanding common shares of Morrison have been committed to the Offer by a company acting in conjunction with Canadian 88.
The terms and conditions will include the requirement that the poison pill announced by Morrison on January 10, 1997 be rescinded or otherwise rendered ineffective in respect of Canadian 88's Offer. Concurrently with the delivery of the formal offer Canadian 88 intends to request that the Board of Directors of Morrison provide a waiver of the application of the poison pill to Canadian 88's Offer. Canadian 88 believes that the poison pill was effected in anticipation of Canadian 88's Offer and that shareholders of Morrison should be permitted to make their own investment decision whether or not to accept the Offer. |
