To: Tupulak who wrote (4 ) 4/30/1998 11:59:00 PM From: Scott Mc Read Replies (1) | Respond to of 77
Mixed emotions on this one, also earnings released today,Scott Canadian Company Press Release BDX 1998-04-30 (provided courtesy of Canadian Corporate News.) register to receive future releases by email from CCN Big Bear Announces Special Acquisition Warrant Financing of up to $200 Million CALGARY, ALBERTA-- THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Big Bear Exploration Ltd. ("Big Bear") announced today that it has entered into an equity funding arrangement with Belco Oil & Gas Corp., ("Belco") whereby Belco will subscribe for $15 million of 5 percent convertible redeemable voting preferred shares at $1.20 per share and up to $172 million of special acquisition warrants at a price of $1.016 per warrant. In addition Belco will have an option for a period of 135 days to purchase a further $15 million, 5 percent convertible redeemable voting preferred shares at $1.20 per share. Each special acquisition warrant is exercisable into one common share of Big Bear. The proceeds of the special acquisition warrants will be used to fund acquisitions by Big Bear which are acceptable to Belco. Big Bear has also given notice of a proposed private placement of an additional 13 million special warrants at a price of $1.016 per warrant. Belco is an independent U.S. energy company that trades on the NYSE under the symbol "BOG". Belco has a current market capitalization of common and preferred stock aggregating approximately CDN $ 900 million. The issuance of the convertible preferred shares will be closed promptly following approval of the transactions at Big Bear's special shareholders' meeting to be held on June 9, 1998. The proceeds will initially be applied to the reduction of Big Bear's bank indebtedness. The completion of these transactions is subject to obtaining approval from the Big Bear's shareholders and from The Toronto Stock Exchange on terms satisfactory to Big Bear and Belco. The issuance of special acquisition warrants will also be closed following shareholder approval at which time an irrevocable letter of credit in the principal amount of $ 86.26 million and Belco common shares valued at $86.26 million will be deposited with a bank as escrow agent. The proceeds will only be released to Big Bear at the time of the completion of acquisition transactions developed by Big Bear and approved by Belco and will be used by Big Bear to fund the acquisition price of such acquisitions and retirement of assumed indebtedness. There can be no assurance that any such acquisiton transaction will occur. While the executive management of Big Bear will remain unchanged as a result of Belco's subscription, four of Belco's nominees will join Big Bear's board of directors, which will be comprised of 8 directors. Jeff Tonken, the Chief Executive Officer of Big Bear, stated: "This equity funding arrangement with Belco provides Big Bear with a strong platform from which we can aggressively grow through strategic acquisitions. It is my view that industry factors such as continuing low crude oil prices, lower than expected cash flows, increased industry debt, shrinking capital expenditure programs and substantially weakened equity markets have created a unique situation where Big Bear, with significant cash in hand, may be able to successfully complete a number of acquisitions at very attractive prices. This access to equity capital should provide Big Bear's shareholders with the opportunity for significant returns and upside potential." Griffiths McBurney & Partners and Peters and Co. acted as financial advisers to Big Bear in connection with these transactions. On April 28, 1998, the shares of Big Bear commenced trading on The Toronto Stock Exchange. On March 27, 1998, Big Bear filed a final prospectus to qualify for distribution 8,462,000 common shares that were issued upon the exercise of an equal number of special warrants that were issued in January 1998. After giving effect to that issue, Big Bear currently has 38,488,719 common shares outstanding. Big Bear Exploration Ltd. is a Calgary based oil and gas company listed on The Toronto and Alberta Stock Exchanges under the symbol "BDX". -30- FOR FURTHER INFORMATION PLEASE CONTACT: Big Bear Exploration Ltd. A. Jeffery Tonken Chairman & C.E.O. (403) 261-6410 or Big Bear Exploration Ltd. Jim Surbey Senior Vice-President, Corporate Development (403) 261-6416 Neither the Toronto Stock Exchange nor the Alberta Stock Exchange has approved or disapproved the contents of this news release.