Canetic Resources Trust and Titan Exploration Ltd. announced that as of the expiry of the tender offer, 31,539,211 Titan Class A Shares, representing approximately 96.2 percent of the Titan Class A Shares on a fully diluted basis, had been validly deposited pursuant to the previously announced offer of Canetic Titan Ltd. to acquire all of the issued Titan Class A Shares and Titan Class B Shares, on a fully diluted basis. The Offeror will take-up all Titan Class A Shares, including Titan Class A Shares issued upon the conversion of all of the Titan Class B Shares on December 26, 2007, deposited subsequent to December 31, 2007, in accordance with the previously announced conversion provisions.
As the Offeror has acquired not less than 90 percent of the outstanding Titan Class A Shares, on a fully diluted basis, the Offeror intends to acquire all remaining Titan Class A Shares not tendered to the Offer by way of compulsory acquisition pursuant to the Business Corporations Act (Alberta). A notice of compulsory acquisition will be mailed to holders of Titan Class A Shares not tendered to the Offer.
The Offer was made, and the compulsory acquisition will be made, for the securities of a Canadian trust. The Offer was, and the compulsory acquisition will, be subject to Canadian disclosure requirements that are different from those of the United States. Financial statements included in the takeover bid circular, or incorporated by reference therein, as well as financial statements of Canetic, have been prepared in accordance with Canadian accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for shareholders of Titan in the U.S. to enforce their rights and any claim they may have arising under the U.S. federal securities laws, since Canetic is located in a foreign country, and some or all of its officers (if any) and trustees and the officers and directors of Canetic Resources Inc. may be residents of a foreign country. Shareholders of Titan in the U.S. may not be able to sue a foreign trust or its officers (if any) or trustees, or the officers or directors of Canetic Resources Inc., in a foreign court for violations of U.S. securities laws. It may be difficult to compel a foreign trust and its affiliates, including its officers (if any) and trustees and the officers and directors of Canetic Resources Inc. to subject themselves to a U.S. court's judgment.
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