To: SofaSpud who wrote (12352 ) 9/19/1998 8:14:00 AM From: Kerm Yerman Read Replies (2) | Respond to of 15196
ACQUISITIONS-MERGERS / Alberta Energy Mails Offer To Amber Energy Shareholders CALGARY, Sept. 18 /CNW/ - ALBERTA ENERGY COMPANY LTD. (''AEC'') said today that it has mailed its Offer to the holders of Amber Energy Inc. (''Amber'') to acquire all of the outstanding common shares of Amber, a Calgary-based oil and gas exploration and development company. The Offer will remain open for 21 days until 12:00 midnight local time on October 9, 1998. As announced on Tuesday, September 15, AEC is making an all-cash Offer of Cdn $7.00 per Amber common share. Alternatively, Amber common shareholders may elect to receive 0.215 AEC Common Shares for each Amber common share, up to an aggregate of 3.0 million AEC Common Shares. AEC's Offer represents a 54 percent premium to the closing price of $4.55 per Amber share on the last trading day prior to the public announcement by AEC of its intention to make the Offer. ''We intend to integrate Amber's assets into AEC's existing business units, in particular merging the Pelican Lake oil operations and Northeast Gas holdings into AEC East. These are concentrated, high working interest properties at an early stage of development that provide an excellent fit with our operations. This acquisition is consistent with AEC's operating strategy of controlling large, concentrated land blocks with substantial working interests. AEC is a logical purchaser of Amber because the Amber assets are essentially a hand-in-glove fit,'' said Gwyn Morgan, AEC's President and Chief Executive Officer. AEC MAILS OFFER TO AMBER ENERGY SHAREHOLDERS The Offer is conditional on at least 66-2/3% of Amber's outstanding shares being tendered, and on Amber's Board of Directors waiving its shareholder rights plan. The Offer will also be subject to other conditions customary in these types of transactions, including the absence of any material change in the business, operations, capital, asset base and management compensation arrangements previously publicly disclosed by Amber. RBC Dominion Securities Inc. and Peters & Co. Limited have been retained as financial advisors to AEC for the purposes of this transaction. Focused and growing, AEC is one of Canada's largest gas and oil exploration and production companies. Profitable Midstream investments in pipelines, as well as natural gas storage and gas liquids processing, provide an additional solid income base. AEC's current stock market value exceeds $3.7 billion. Common Shares trade on the Toronto and Montreal Stock Exchanges (AEC) as well as on the New York Stock Exchange (AOG). ------------------------------------------------------------------------- ADVISORY Certain information regarding the Company set forth in this document, including management's assessment of the Company's future plans and operations, may constitute forward-looking statements under applicable securities law and necessarily involve risks associated with oil and gas exploration, production, marketing, and transportation such as loss of market, volatility of prices, currency fluctuations, imprecision of reserves estimates, environmental risks, competition from other producers and ability to access sufficient capital from internal and external resources; as a consequence, actual results may differ materially from those anticipated in the forward-looking statements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. ------------------------------------------------------------------------- For further information: Gwyn Morgan, President and CEO, (403) 266-8112; Investor contact: Brian Ferguson, Director, Corporate Relations & Corporate Secretary, (403) 266-8113; Media contact: Dick Wilson, Director, Public Affairs, (403) 266-8127; Internet Address: aec.ca