The purchase price payable by TriStar for each Sawtooth common share will be, at the election of the holder, $2.25 in cash or 0.2903 common shares of TriStar ("TriStar Shares") or a combination thereof. A total of 3.6 million common shares of TriStar will be issued to holders of Sawtooth common shares pursuant to the Arrangement. In the event that the Sawtooth shareholders elect, in the aggregate, to receive more than 50 percent TriStar Shares, the amount of TriStar Shares to be received by a shareholder of Sawtooth electing to receive TriStar Shares for a Sawtooth Share will be reduced pro rata and the balance of the purchase price for that Sawtooth Share will be paid in cash. In the event that the holders of Sawtooth Shares elect to receive less than 50 percent TriStar Shares, the amount of cash to be received by a holder electing to receive cash with respect to a Sawtooth Share will be reduced pro rata and the balance of the purchase price for that Sawtooth Share will be paid in TriStar Shares.
Concurrent with the Arrangement, TriStar has entered into a bought deal equity financing agreement ("TriStar Financing") with a syndicate of underwriters co-led by Orion Securities Inc. and FirstEnergy Capital Corp., and including BMO Nesbitt Burns Inc., GMP Securities Ltd., Tristone Capital Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., Blackmont Capital Inc., Canaccord Capital Corporation and Haywood Securities Inc., to issue on a private placement basis 5.68 million subscription receipts of TriStar at a price of $7.75 each for gross aggregate proceeds of $44.0 million (the "Offering"). Closing of the Offering is scheduled for February 17, 2006.
The proceeds of the offering of subscription receipts will be held in escrow pending TriStar's receipt of all necessary regulatory approvals and the completion of the Arrangement and the issue of the underlying TriStar Shares thereunder.
In addition to the Arrangement, TriStar has also announced its intention to acquire, subject to regulatory and other approvals, two private Saskatchewan oil and gas companies ("Private Company Assets") for a combined total purchase price of approximately $22 million.
Gary Waters, President of Sawtooth said, "We are excited about the opportunity to combine the Sawtooth assets with TriStar and continue our growth under their experienced management team. The combination of our companies creates a diversified, quality production base with numerous opportunities. The combined cash flows will help to accelerate the growth prospects for the benefit of the shareholders of both companies."
Pursuant to the acquisition of Sawtooth and the Private Company Assets and the TriStar Financing, TriStar will have the following corporate characteristics:
Reserves greater than 7.7 mmboe (Proven + Probable) Reserve Life Index approximately 8 years (Proven + Probable) Production greater than 2,650 boepd (75% light oil) Debt: $11 m Shares outstanding 36.2 mm basic; 38.5 mm fully diluted Land greater than 115,000 net undeveloped acres Drill Locations greater than 90The Arrangement has the unanimous support of the Board of Directors of both Sawtooth and TriStar. In addition, the Board of Directors of Sawtooth will recommend that the shareholders of Sawtooth vote in favour of the Arrangement, and all of Sawtooth's officers and directors, representing approximately 20% on a fully diluted basis, have entered into lock-up agreements whereby they have agreed to vote in favour of the Arrangement. The Arrangement Agreement contains a mutual non-completion fee in the amount of $2.5 million, which is payable by Sawtooth or TriStar to the other, as the case may be, in certain circumstances if the Arrangement is not completed.
The completion of the Arrangement is subject to various conditions, including receipt of all applicable regulatory, shareholder and court approvals. A special meeting of shareholders of Sawtooth will be called in mid March of 2006 to consider the Arrangement. An information circular detailing the Arrangement is anticipated to be mailed to Sawtooth shareholders in February.
Haywood Securities Inc. is acting as financial advisor to Sawtooth in respect of the Arrangement, and Haywood has advised the board of directors of Sawtooth that they are of the opinion, subject to their review of the final form of documents effecting the Arrangement, that the consideration offered pursuant to the Arrangement is fair, from a financial point of view, to the Sawtooth shareholders. BMO Nesbitt Burns Inc. is acting as strategic advisor to TriStar in connection with the transaction.
Sawtooth is a junior oil and gas company with a majority of its assets in the Redwater/Fort Saskatchewan area (approximately 50 km northeast of Edmonton, Alberta). Sawtooth has interests in over 32 sections of land (average working interest of 90%) with an extensive oil and gas gathering system. Sawtooth operates 100% of its production, which is currently over 1,275 boepd.
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