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Gold/Mining/Energy : KERM'S KORNER -- Ignore unavailable to you. Want to Upgrade?

To: SofaSpud who wrote (11103)	6/17/1998 3:05:00 AM
From: Kerm Yerman	Respond to of 15196

MERGERS - ACQUISITIONS - TOP 20 LISTED / Poco Petroleums Launches Friendly Bid For Canrise Resources POCO PETROLEUMS LTD. LAUNCHES FRIENDLY BID FOR CANRISE RESOURCES LTD. CALGARY, June 16 /CNW/ - Poco Petroleums Ltd. (''Poco'') and Canrise Resources Ltd. (''Canrise'') jointly announced today that Poco has agreed to make an offer to acquire all of the issued and outstanding shares of Canrise. The offer will provide that Canrise shareholders will receive 0.3845 of a Poco common share for each Canrise common share tendered. Based on the closing price on June 15, 1998 of $13.80 per Poco share, the offer equates to $5.31 per Canrise share. Based on the last ten days weighted average trading price of $14.40 per Poco share, the equivalent acquisition price equates to $5.54 per Canrise share. The Canrise closing price on June 15, 1998 was $4.65 per share. If all Canrise common shares are tendered, the value of the offer, including the assumption of $38 million of debt, will be approximately $134.6 million based on the closing price of Poco shares on June 15, 1998. The offer has the unanimous support of the Board of Directors of Canrise. FirstEnergy Capital Corp. provided to Canrise exclusive financial advice and has indicated it will provide an opinion to the Board of Directors of Canrise that the offer is fair from a financial point of view to the shareholders of Canrise. The offer is subject to all necessary regulatory approvals and to customary conditions, including that a minimum of 66 2/3 per cent of the outstanding Canrise common shares, calculated on a fully diluted basis, be tendered. Poco has entered into an agreement with Canrise pursuant to which, among other things, the Board of Directors of Canrise have agreed not to solicit competing bids and to recommend acceptance of the offer to holders of Canrise shares. If a subsequent third party offer is made to acquire 20 per cent or more of the outstanding Canrise shares and Poco does not acquire at least 66 2/3 per cent of the Canrise shares, Poco will receive a fee from Canrise of $3.5 million. It is anticipated a take-over bid circular containing the details of the offer will be mailed to all registered shareholders of Canrise on or before June 26, 1998. Poco will be conducting a conference call to discuss the transaction beginning at 7:00 a.m. mountain daylight time on June 16, 1998. The call can be joined in progress by dialing 1-800-348-6433 or interested parties may listen to a taped recording after 9:00 a.m. mountain daylight time by dialing 1-800-558-5253 and entering reservation number 4421482Number sign. Canrise's current production capability is 4,200 barrels of oil equivalent per day. Proven and probable reserves consist of 5.2 million barrels of crude oil and natural gas liquids and 117 billion cubic feet of natural gas. Canrise also has 121,000 net acres of undeveloped land and seismic which has an aggregate value of $20 million. Poco's exploration program is focused on its Western Region in west-central Alberta. The Canrise assets are a natural extension of this program. Poco was attracted to Canrise principally because of the quality of its asset base that is highly concentrated within Poco's western Alberta core areas of operation. The Canrise transaction is consistent with Poco's business plan which continues to focus on the exploration, development and acquisition of natural gas assets in the deeper, more prolific portion of the western Canadian sedimentary basin. The offer will allow Canrise shareholders an opportunity to participate in the future growth potential of Poco shares.