To: Kerm Yerman who wrote (12692 ) 10/8/1998 7:08:00 AM From: Kerm Yerman Respond to of 15196
IN THE NEWS / Amber Energy Running Out Of Time In Alberta Energy Corp. Fight The Financial Post Hostile takeover target Amber Energy Corp. said yesterday it has again deferred triggering its poison pill in its bitter battle to fend off a hostile takeover by Alberta Energy Co. But the Calgary-based oil and gas company, which is running out of time fighting the hostile takeover attempt, refused yesterday to provide any further details of its actions until it issues a statement today. Industry observers had anticipated a decision Tuesday by the Amber board on whether or not to trigger the plan. Yesterday, Amber refused to say it had made the decision by that deadline, but suggested the situation was under control. On Sept. 24, the company said it had deferred until the close of business Oct. 6, or a later time as determined by its board, the separation of rights from its common shares under its shareholders' rights plan. If the separation hadn't been deferred by the deadline, the rights would have started trading separately and potentially crushed AEC's offer, which is conditional on Amber removing its poison pill. The Amber poison pill provides that the rights, which now trade with its common shares, separate eight business days following the presentation of a hostile takeover offer. The rights allow shareholders to buy additional Amber shares at a discounted price, making an unwanted acquisition more expensive. The bid, which AEC president and chief executive officer Gwyn Morgan had hoped would turn into a friendly union, has instead been marked by procedural battles. Last week, AEC was forced to extend it by four days after Amber complained to the Alberta Securities Commission its option holders needed more time to consider the bid. It now expires at midnight, Oct. 13 (MST), instead of tomorrow. AEC, one of Canada's largest oil exploration and production companies, made an unsolicited cash bid Sept. 15 to take over Amber, a heavy oil and natural gas producer, for $750 million, including the assumption of $304 million in net debt. Amber is looking for a white knight or for a sale of assets that would allow it to continue to operate independently. Amber announced in late July it had adopted a poison pill so it could give its board additional time to evaluate offers and explore options, while allowing shareholders an equal opportunity to participate in any takeover bid. Soon after the plan's adoption, Amber's stock plummeted because the company lowered its production estimate for this year and next and lowered capital spending to preserve cash.