Okay, here it is and it's pretty bizarre.
fin-info.com
Here's part of the release:
WESTLINKS RESOURCES LTD. ANNOUNCES INTENTION TO MAKE MULTIPLE, SIMULTANEOUS, HOSTILE TAKE-OVER BIDS
CALGARY, ALBERTA--
Westlinks Resources Ltd. ("Westlinks" or the "Corporation")
announces today its Board of Directors has authorized management
to proceed to make multiple, simultaneous, hostile take-over bids
on a selected group of candidate companies. Trading in Westlinks'
common shares on The Alberta Stock Exchange shall remain halted
until all applicable regulatory approvals have been received.
This is an unusual form of "hostile" take-over bid offer, both
because Westlinks is not seeking control of the Candidate
Companies, and because of the large number of Candidate Companies
involved. A summary of the proposed offers, their conditions, the
purpose and the benefits are described in greater detail below.
In addition, the Corporation announced the release of its audited
consolidated financial statements for the year ended December 31,
1998. These statements in described below, see "Summary of
Financial Results". The Corporation has scheduled in upcoming
Annual General Meeting of Shareholders for June 18, 1999.
Summary of Financial Results
For the year ended December 31, 1998, Westlinks reported oil and
gas revenues of $1.8 million which, after operating,
administrative and depletion expenses and a gain on the disposal
of certain properties, resulted in cash flow from operations of
$232,583 or $0.10 per share. These figures compare to $1.2
million in revenues and $331,677 or $0.25 per share in cash flow
from operations for the previous year. Net income after taxes for
the year was approximately $381,900 or $0.16 per share (compared
to $165,700 or $0.12 per share for 1997). Westlinks'
Shareholders' Equity has increased from $2,060,466 to $2,902,295
during the fiscal period. At year end, the Corporation had
2,623,124 common shares issued and outstanding.
In response to the drop in crude oil prices during 1998,
Westlinks decided to sell certain assets to reduce the
Corporation's debt to a level of less than one years' cash flow.
The year-end 1998 level of production, after giving effect to
these dispositions, was approximately 250 BOE/D and debt levels
had been reduced from $4.6 million to $800,000. At year end,
proven plus probable reserves were 897.2 thousand barrels of oil
and liquids and 877.7 million cubic feet of natural gas.
Summary of Proposed Offers
The Proposed Offers
Westlinks Resources Ltd. ("Westlinks") is intending to make 40
simultaneous offers (the "Proposed Offers") by way of a hostile
take-over bid to purchase up to a maximum number of the issued
and outstanding shares (the "Maximum Candidate Amount") of each
of the 40 selected candidate oil and gas companies. The Proposed
Offers are subject to certain conditions.
In this document we use the terms "Candidate Company" or
"Candidate Companies" to refer to these selected 40 companies and
we use the terms "Candidate Security" or "Candidate Securities"
to refer to the common shares of the Candidate Companies. The
Maximum Candidate Amount is a defined amount for each Candidate
Company and it approximates 25% of the issued and outstanding
shares of each of the Candidate Companies.
The basis of these Proposed Offers is the issue of a designated
number of Westlinks common shares (the "Westlinks Shares") for
each Candidate Security with the specified number of Westlinks
Shares offered per Candidate Security being the exchange ratio
(the "Exchange Ratio"). There is no minimum number of Candidate
Securities to be taken up under these Proposed Offers, however
the Proposed Offers are subject to certain conditions.
Westlinks intends to hold this stock for investment purposes
only, and has no current intention of seeking Board of Director
representation on any of the Candidate Companies.
The Candidate Companies and Exchange Ratios
The following table identifies the 40 Candidate Companies, in
alphabetical order, together with certain relevant information
concerning the Proposed Offer for each company. The columns in
this table have the following meanings.
(1) The trading symbol of the Candidate Company Securities.
(2) The name of each Candidate Company.
(3) The abbreviation of the principal stock exchange on which the
Candidate Securities trade where 'C' means The Alberta Stock
Exchange ("ASE"), 'T' means The Toronto Stock Exchange
("TSE") and 'V' means The Vancouver Stock Exchange ("VSE").
(4) The closing trading price per share of the Candidate Company
on April 8, 1999 (the Candidate Company's Market Price).
(5) The maximum number of Candidate Securities (Maximum Candidate
Amount) sought by Westlinks in the Proposed Offers (in
thousands of shares).
(6) The number of Westlinks Shares offered for each one of the
Candidate Securities of each Candidate. This number is the
Exchange Ratio being offered.
(7) The equivalent-dollar-per-share value that Westlinks'
Proposed Offer represents for each Candidate Security.
Numerically, it is the number of Westlinks Shares to be
received by a Shareholder (the Exchange Ratio) times the
dollar value of each Westlinks Share ($1.50 per share, the
closing price on April 8, 1999).
(8) The percentage premium the Westlinks Offer represents as
compared to the Market Price for each Candidate Company.
Numerically, it is percentage increase that would be
calculated by dividing (the equivalent-dollar-per-share
value that the Westlinks Proposed Offer represents) by (the
Candidate Company's Market Price).
(9) The maximum number of Westlinks Shares (in thousand of
shares) that would be offered for each Candidate Company
assuming the maximum number of Candidate Securities were
tendered in each case.
(10) The percentage that each Candidate Company represents in the
total potential portfolio, assuming that the maximum number
of Candidate Securities are tendered in each case.
WESTLINKS RESOURCES LTD. - PROPOSED TAKE-OVER OFFERS
--------------------------------------------------------------
(1) (2) (3) (4) (5) (6)
CANDIDATE CANDIDATE MAXIMUM WLX
COMPANY SHARE SHARES SHARES
SYM NAME EX PRICE SOUGHT OFFERED
('000)
--------------------------------------------------------------
ARL American Leduc Petroleum Ltd. T $0.24 4,650 0.300
AXL Anderson Exploration Ltd. T $14.45 30,800 15.000
BCM Backer Petroleum Corp. T $0.60 1,650 0.800
BAO Barra Resources Inc. C $0.13 2,400 0.200
BTE.a Baytex Energy Ltd. Class A T $4.25 8,800 5.000
BPY Belfast Petroleum Inc. C $1.05 3,700 1.250
BEX Bellator Exploration Inc. T $0.85 11,500 1.100
BPG Best Pacific Resources Ltd. T $0.49 5,700 0.600
BXL BXL Energy Ltd. C $0.35 5,600 0.450
CBE Cabre Exploration Ltd. T $12.50 4,200 12.000
CLX Calahoo Petroleum Ltd. T $1.60 6,700 1.600
CRS Crestar Energy Inc. T $14.10 14,500 16.000
CJE CrownJoule Exploration Ltd. T $0.95 3,550 1.200
DAN Danoil Energy Ltd. T $0.75 5,900 1.000
DRA Draig Energy Ltd. T $1.15 2,300 1.300
ENC Encounter Energy Inc. C $0.80 4,100 1.000
MGY Magin Energy Inc. T $2.75 7,500 3.500
MWL Maxwell Oil & Gas Ltd. C $0.65 2,600 0.600
MXP Maxx Petroleum Ltd. T $3.51 3,750 5.000
NMC Numac Energy Inc. T $3.25 23,800 4.000
OGY OGY Petroleum Ltd. T $0.49 5,300 0.700
PA PanAtlas Energy Inc. T $0.26 13,400 0.400
PYP Player Petroleum Corp. V $2.39 1,900 2.500
POC Poco Petroleum Ltd. T $10.40 38,000 10.000
PMM Prism Petroleum Ltd. C $0.075 12,100 0.120
RAI Raider Resources Inc. T $0.37 5,500 0.500
RJL Rigel Energy Corp. T $7.00 14,100 8.000
SEN Scorpion Energy Corp. T $0.65 2,000 1.000
SGY Search Energy Corp. T $0.75 11,700 0.900
SWN Southward Energy Ltd. T $0.70 3,100 0.800
SEH Startech Energy Inc. T $5.10 5,750 5.000
SUI Summit Resources Ltd. T $1.80 8,350 2.500
SYO Symmetry Resources Inc. T $0.58 6,600 0.800
TRX Torex Resources Inc. T $0.80 2,850 0.900
TKE Tusk Energy Inc. T $0.80 2,600 1.000
URC Upton Resources Inc. T $2.05 4,250 2.200
VTP Venator Petroleum Co. Ltd. C $1.55 1,550 2.000
VOL Volterra Resources Inc. T $0.48 9,800 0.700
WSX Western Star Exploration Ltd. T $0.85 2,550 1.000
ZAR Zargon Oil & Gas Ltd. T $2.45 2,950 2.500
--------------------------------------------------------------
Total Candidate Companies $10.17 10.681
Westlinks Resources Ltd. $1.50 1.000
Brokers' Fee $1.50 1.000
-----------------------------------------------------------
(table continued)
-----------------------------------------------------------------
(1) (2) (7) (8) (9) (10)
CANDIDATE EQUIV- PREMIUM MAXIMUM
COMPANY ALENT TO NO. OF % TOTAL
NAME $ MARKET WEST-
VALUE LINKS
OF SHARES
OFFER ('000)
SYM
-----------------------------------------------------------------
ARL American Leduc Petroleum Ltd. $0.45 87.5% 1,395 0.08%
AXL Anderson Exploration Ltd. $22.50 55.7% 462,000 27.46%
BCM Backer Petroleum Corp. $1.20 100.0% 1,320 0.08%
BAO Barra Resources Inc. $0.30 130.8% 480 0.03%
BTE.a Baytex Energy Ltd. Class A $7.50 76.5% 44,000 2.62%
BPY Belfast Petroleum Inc. $1.88 78.6% 4,625 0.27%
BEX Bellator Exploration Inc. $1.65 94.1% 12,650 0.75%
BPG Best Pacific Resources Ltd. $0.90 83.7% 3,420 0.20%
BXL BXL Energy Ltd. $0.68 92.9% 2,520 0.15%
CBE Cabre Exploration Ltd. $18.00 44.0% 50,400 3.00%
CLX Calahoo Petroleum Ltd. $2.40 50.0% 10,720 0.64%
CRS Crestar Energy Inc. $24.00 70.2% 232,000 13.79%
CJE CrownJoule Exploration Ltd. $1.80 89.5% 4,260 0.25%
DAN Danoil Energy Ltd. $1.50 100.0% 5,900 0.35%
DRA Draig Energy Ltd. $1.95 69.6% 2,990 0.18%
ENC Encounter Energy Inc. $1.50 87.5% 4,100 0.24%
MGY Magin Energy Inc. $5.25 90.9% 26,250 1.56%
MWL Maxwell Oil & Gas Ltd. $0.90 38.5% 1,560 0.09%
MXP Maxx Petroleum Ltd. $7.50 113.7% 18,750 1.11%
NMC Numac Energy Inc. $6.00 84.6% 95,200 5.66%
OGY OGY Petroleum Ltd. $1.05 114.3% 3,710 0.22%
PA PanAtlas Energy Inc. $0.60 130.8% 5,360 0.32%
PYP Player Petroleum Corp. $3.75 56.9% 4,750 0.28%
POC Poco Petroleum Ltd. $15.00 44.2% 380,000 22.59%
PMM Prism Petroleum Ltd. $0.18 140.0% 1,452 0.09%
RAI Raider Resources Inc. $0.75 102.7% 2,750 0.16%
RJL Rigel Energy Corp. $12.00 71.4% 112,800 6.71%
SEN Scorpion Energy Corp. $1.50 130.8% 2,000 0.12%
SGY Search Energy Corp. $1.35 80.0% 10,530 0.63%
SWN Southward Energy Ltd. $1.20 71.4% 2,480 0.15%
SEH Startech Energy Inc. $7.50 47.1% 28,750 1.71%
SUI Summit Resources Ltd. $3.75 108.3% 20,875 1.24%
SYO Symmetry Resources Inc. $1.20 106.9% 5,280 0.31%
TRX Torex Resources Inc. $1.35 68.8% 2,565 0.15%
TKE Tusk Energy Inc. $1.50 87.5% 2,600 0.15%
URC Upton Resources Inc. $3.30 61.0% 9,350 0.56%
VTP Venator Petroleum Co. Ltd. $3.00 93.5% 3,100 0.18%
VOL Volterra Resources Inc. $1.05 118.8% 6,860 0.41%
WSX Western Star Exploration Ltd. $1.50 76.5% 2,550 0.15%
ZAR Zargon Oil & Gas Ltd. $3.75 53.1% 7,375 0.44%
-----------------------------------------------------------------
Total Candidate Companies $16.02 57.5% 1,599,677 95.09%
Westlinks Resources Ltd. $1.50 0.0% 2,643 0.16%
Brokers' Fee $1.50 0.0% 79,984 4.75%
--------------------------------------------------------------
Total(giving effect to Take-over) 1,682,304 100.00%
In the above table, the row entitled Total Candidate Companies
shows the Totals and Averages of each column assuming the Maximum
Candidate Amounts are achieved from each Candidate Company. The
row entitled Westlinks Resources Ltd. shows the values and ratios
applicable to Westlinks before the Proposed Offers were
announced. The row entitled Brokers' Fee shows the values and
ratios assuming the maximum number Westlinks Shares are issued
pursuant to the Brokers' Fees.
No fractional Westlinks Shares will be issued. Any fractions
resulting from the application of the Exchange Ratios will be
rounded up to the next whole number of Westlinks Shares.
If the maximum number of Candidate Securities are acquired and
the maximum number of shares are issued pursuant to Brokers'
Fees, approximately 1,679,660,850 Westlinks Shares will be issued
(plus a small number of additional Westlinks Shares issued upon
the rounding up of resulting fractions). |
