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Gold/Mining/Energy : Orbit Oil and Gas (t.orb) -- Ignore unavailable to you. Want to Upgrade?

To: virginijus poshkus who wrote (138)	12/1/1997 8:22:00 AM
From: John Fairchild	Respond to of 171

SUNOMA TO ORBIT: IF THERE IS A BETTER OFFER, SHOW IT NOW AND WAIVE THE RIGHTS PLAN CALGARY, Nov. 28 /CNW/ - Sunoma Energy Corp. (''Sunoma'') today called on Orbit Oil & Gas Ltd. (''Orbit'') to bring forward any prospective offers for Orbit shares higher than the $1.70 cash per share announced by Sunoma yesterday. At the same time, Sunoma called on Orbit to waive its shareholders' rights plan so that Orbit's shareholders can realize the value of their shares in a timely manner. Mr. Rick MacDermott, Sunoma's President and Chief Executive Officer, said ''We clearly indicated yesterday, and we repeat today, that our all-cash offer is $1.70 per share. We spent six months evaluating Orbit and we believe we have considered all relevant information about that company and its value. ''Our offer of $1.70 even exceeds our calculation of full and fair value. We calculated the uppermost value from our research and went beyond that in order to make this a no contest bid. Given the lack of detail in Orbit's comments yesterday regarding prospective offers, Sunoma has serious questions about any suggestions of higher offers at this time. ''Using November 24, 1997 as a reference point, our all-cash offer of $1.70 per share represents a 47 percent premium to Orbit's closing price of $1.16 on that day, a 23 percent premium to its highest price during the preceding 52 weeks, and a 13 percent premium to its highest price during the preceding three years. ''Our offer also represents a 55 percent premium to the $1.10 offered for Orbit shares by Gulf Canada Resources Limited just two years ago. It should be noted that Gulf Canada subsequently withdrew that offer and the price of Orbit shares declined to the low $0.90 level shortly thereafter. Since that time, Orbit shareholders have received little for their continued loyalty to the company. The company itself has changed very little during the past two years and has registered only marginal improvement in its operations and performance. This is reflected in the fact that Orbit's share price on November 24, 1997 was only 5% higher than Gulf Canada's offer of only two years ago. During the two years preceding November 24, 1997 the Oil and Gas Producers Index appreciated by approximately 40 percent. ''Sunoma began accumulating Orbit shares in early November, 1997. In the absence of this activity, it is very likely that Orbit shares would still be trading at prices well below the November 24, 1997 closing price of $1.16''. Sunoma also indicated that the value of its offer for Orbit is $97 million, including the common shares, preferred shares, net debt and option proceeds. Mr. MacDermott added, ''Our request of Orbit is simple and clear: show us any better offer, and waive the rights plan so that everyone, and not just Orbit's board and management, has the opportunity to evaluate our all-cash offer of $1.70 per share that is on the table''. -30-