Canadian Superior said that it met with the president of Canada Southern and that company’s legal counsel at Canadian Superior's offices on June 2, 2006, after Canadian Superior had invited Canada Southern’s entire board to meet with Canadian Superior. At the meeting, Canadian Superior indicated that it was going to make a bid for Canada Southern Petroleum Ltd. Canada Southern’s president indicated that to properly evaluate the bid, Canada Southern and its board would need their in-house technical staff to review Canadian Superior's inventory of projects and assets to properly place a value on Canadian Superior's offer. Ever since this time, Canada Southern and its advisors have failed to meet with Canadian Superior to determine the fair market value of Canadian Superior's offer despite Canadian Superior's continued willingness to meet with Canada Southern.
Canadian Superior asserts that. as a result of Canada Southern's actions, the Canada Southern’s board may have breached their fiduciary obligation to Canada Southern's shareholders. Canadian Superior is of the opinion that the actions of Canada Southern’s board regarding its improper evaluation of Canadian Superior's offer to acquire Canada Southern results in actions that are not in the best interests of Canada Southern' shareholders.
Canadian Superior stands by the view that its shares are currently undervalued and offer Canada Southern's shareholders tremendous upside compared to cash offers by Petro-Canada and Canadian Oil Sands Limited. Canadian Superior encourages Canada Southern's shareholders to review Canadian Superior's "New 2006 Corporate Presentation" on its Web site, along with the summary contained therein of Canadian Superior's estimated net asset value per share of approximately CDN$4.52/share (US 4.02/share) based on today's exchange rate, and currently Canadian Superior is bidding 2.75 shares and CDN$2.50 cash for any and all Canadian Southern shares tendered into Canadian Superior's bid. Accordingly, Canadian Superior estimates that the true fair and full value of Canadian Superior's bid for Canada Southern equates to approximately CDN$14.93/share (US$13.28).
"We are very optimistic that Canada Southern's shareholders will recognize the full and fair value of Canadian Superior's bid for Canada Southern,” said Greg Noval, Canadian Superior’s chairman and CEO. “We have also received very favorable comments on our bid from several Canada Southern shareholders. I am personally of the opinion that the sincerity of Canadian Oil Sands bid for Canada Southern may be summed up, as publicly reported on Tuesday June 20, 2006, with a quote by Canadian Oil Sands' Chief Executive Officer Marcel Coutu who stated publicly at Canada's largest annual oil and gas investment symposium held by the Canadian Association of Petroleum Producers only one week before the announcement of Canadian Oil Sands' bid for Canadian Superior."
"We are happy to stay within the Athabasca region and are bound to stay within the Athabasca region because of trust indentures,” Coutu said. “We will not go elsewhere without telling you and without getting votes. We have no inclination to move in that direction. We would move out of Syncrude and have been looking at other things but we are focused on Western Canada and the Athabasca region." Several oil analysts have also questioned Canadian Oil Sands' bidding for Canada Southern and their bid appears to be in contravention of recent public commitments to their own unit holders.” Petro-Canada has stated publicly on at least three occasions that they will not be upping their bid for Canada Southern. Accordingly, Canadian Superior encourages all Canada Southern shareholders to carefully review Canadian Superior's bid for any and all outstanding shares of Canada Southern. Canadian Superior's offer is also not subject to any minimum threshold of shares tendered to its offer, unlike Petro-Canada's and Canadian Oil Sands' requirements that 66 2/3% of Canada Southern shares be tendered to their respective bids. Canadian Superior welcomes any questions that Canada Southern shareholders may have regarding Canadian Superior's offer for your shares, and for further information please contact Canadian Superior in Calgary, Alberta, Canada.
Based in Calgary, Canadian Superior is an oil and gas exploration and production company with operations in Western Canada, offshore Trinidad and Tobago, and offshore Nova Scotia.
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