ENERGY TRUSTS / Orion Energy Holdings Unitholder Rights Plan Succeeds
CALGARY, Jan. 8 /CNW/ - OET.un - TSE - The Independent Special Committee
of the Board of Directors of Orion Energy Holdings Inc. is pleased to announce
that the Alberta Court of Queen's Bench ruled earlier today that Orion Energy
Trust's Unitholder Rights plan is legal as it was adopted for proper business
purposes and accordingly, will remain in effect. The Orion plan was adopted to
protect Orion's Unitholders from unfair, abusive or coercive take-over tactics
and to encourage potential bidders to make ''permitted bids'' or negotiate
take-over proposals with Orion's Board of Directors.
The retention of the rights plan will now provide Orion's financial
advisors, Griffiths McBurney & Partners, with the additional time required to
continue its program of communications with Orion Unitholders regarding the
reasons for rejecting the PrimeWest offer. Many Unitholders contacted to date
have indicated that information materials such as the Directors' Circular had
not yet been received which emphasizes the need for more time in this
situation. The majority of Unitholders contacted have indicated that it is not
their intention to tender to the offer.
The legality of the Orion plan was challenged by PrimeWest Energy Trust
in connection with its hostile take-over bid for Orion. The PrimeWest bid is
not a ''permitted bid'' within the meaning of the Orion plan. As a result, if
the PrimeWest bid is successful, holders of rights under the Orion plan, other
than PrimeWest and its affiliates, will be entitled to acquire Orion trust
units at a 50% discount from the prevailing market price, with the result that
PrimeWest may suffer substantial dilution of its interests in Orion.
The Board of Directors of Orion has strongly recommended that Unitholders
reject the PrimeWest offer and continues to recommend that Unitholders do not
tender to the offer.
Orion Energy Trust is an open ended conventional oil and gas royalty
trust trading on the Toronto Stock Exchange under the symbol OET.UN, with
offices located in Calgary, Alberta and in Montréal, Québec.
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