To: TheMajor who wrote (6091 ) 2/24/1999 12:50:00 PM From: Syncrude Respond to of 24921
REL - Dominion Press Release These guys must be rolling on the floor laughing their heads off, IF they can pull this one off. FEBRUARY 24, 1999 Dominion to Acquire Canadian E&P Company RICHMOND, VIRGINIA-- Acquisition Boosts Reserves To More Than 1 Trillion Cubic Feet Third Key Move by Dominion Resources in 1999 to Position Itself as Major Regional Provider of Electricity and Natural Gas in Northeast, Midwest Dominion Energy Inc. announced today that it will make a cash tender offer of about $34 million (C$50 million), or approximately $1.27 (C$1.90) cents per share, to acquire Remington Energy Ltd. (TSE: REL), a publicly traded natural gas exploration and production company headquartered in Calgary, Alberta. Including assumed debt, the transaction has a total value of approximately $261 million (C$390 million). Dominion Energy, the competitive power and natural gas subsidiary of Dominion Resources Inc. (NYSE:D), will have total North American reserves of more than 1 trillion cubic feet equivalent upon completion of the offer. Daily production will exceed 350 million cubic feet equivalent. The acquisition, which will be immediately accretive to earnings, is the third investment already this year by DRI or Dominion Energy to position DRI and its subsidiaries as major providers of electric power and natural gas in U.S. Midwest and Northeastern markets, home to 40 percent of the nation's demand for energy. On February 22, DRI and Consolidated Natural Gas (NYSE: CNG) of Pittsburgh announced that DRI is acquiring all CNG shares to combine and become the nation's fourth largest electric power and natural gas company. On January 20, Dominion Energy announced the acquisition of San Juan Partners, holder of working interests in the San Juan Basin of New Mexico, the majority interest in a coal seam gas royalty trust and other oil and gas interests. Under an agreement approved unanimously by both companies' boards of directors, the Canadian natural gas subsidiary of Dominion Energy will acquire all outstanding common shares of Remington. The offer is expected to be mailed to Remington shareholders by March 8. Today's offer is expected to remain open for 21 days with expiration at the end of March. The offer is conditioned upon acceptance by holders of at least 66 2/3 percent of outstanding Remington common shares; the required regulatory approvals, including Investment Canada and Competition Act approvals; and other customary commercial conditions, including no material adverse changes. Shareholders of Remington holding approximately 22 percent of outstanding common shares have agreed to tender their shares. Remington has agreed to pay Dominion Energy a break-up fee of $8 million (C$12 million) in certain conditions and has agreed not to solicit further offers. When the offer is completed, the addition of Remington to Dominion Energy's portfolio will represent the company's second expansion into the Western Canadian Sedimentary Basin. Last year, Dominion Energy acquired 100 percent of Archer Resources Ltd., which now operates under the name Dominion Energy Canada Ltd. Thomas N. Chewning, president and chief executive officer of Dominion Energy, said: "When we combine this planned acquisition with our acquisition last month of San Juan Partners, Dominion Energy increases its proved reserves to more than 1 trillion cubic feet equivalent and boosts daily production by 50 percent. This represents an historic milestone in Dominion Energy's effort to grow its production and reserves. "Viewed as part of Dominion Resources' planned combination with Consolidated Natural Gas, our onshore reserve base will serve to balance the offshore reserves developed by CNG under its highly successful program. Our combined companies will own reserves with geographic and geological diversity." G.E. Lake Jr., senior vice president-oil and gas operations of Dominion Energy, said: "Remington fits well with Dominion's long-term growth strategy. It's a logical addition to our group of businesses. We are acquiring significant future development potential and adding a second core area of operations to our existing growth platform in Canada. It represents an important component of the combined company now planned by DRI and CNG." Wayne K. Foo, president and chief executive officer of Dominion Energy Canada, said: "With this opportunity, we're broadening our long-term position in the western Canada basin. Our move into northeast British Columbia, one of North America's major gas supply regions, provides a new cornerstone for Dominion Energy's geographically diverse E&P activities. "Our acquisition of Remington provides a strong, well focused asset base and a staff with considerable exploration, production and operations capability in the area. With exposure to the new Alliance pipeline, this transaction also strengthens our capability to serve Midwest and Northeastern markets." Dominion Energy intends to retain the majority of Remington employees. FirstEnergy Capital Corp., financial advisor to Remington, has advised the Remington board of directors that Dominion Energy's offer is fair from a financial point of view to the company's shareholders. CIBC World Markets is financial adviser to Dominion Energy.