Canadian Superior Energy Inc. and Seeker Petroleum Ltd. announce that they have reached an acquisition agreement whereby Canadian Superior will acquire by plan of arrangement, subject to certain conditions, all of the issued and outstanding shares of Seeker, for total consideration of approximately $51.8 million, including the assumption of approximately $8.5 million of net debt.
Under the terms of the transaction, Canadian Superior will offer $0.85 cash for each Seeker common share or 0.2285 Canadian Superior common shares (priced at $3.72/share) for each Seeker common share, subject to a maximum cash component of $14.2 million and maximum share component of 7.7 million Canadian Superior shares. The maximum cash and shares offered are subject to possible adjustment due to exercise of options.
"Canadian Superior's strategy is to grow our international business, as evidenced by our natural gas discovery offshore Trinidad earlier this week, and to grow our Western Canadian production base internally through the 'drill bit' and by acquisitions," Canadian Superior's CEO Craig McKenzie said. "This transaction is consistent with our strategy and is also accretive to our bottom line". McKenzie added, "Seeker is a very good geographical fit with our current production and offers excellent additional drilling potential for both oil and gas."
"Canadian Superior offers our shareholders the opportunity to merge into a well capitalized, public company with listings on both the TSX and AMEX," Leif Snethun, Seeker's president and CEO, said. "In addition, our shareholders will continue to have exposure to the Seeker assets while being able to participate in a larger production base and Canadian Superior's high impact international projects."
The transaction will increase Canadian Superior's Western Canadian production base by 31% to over 4,350 BOE/d. The shareholders of both companies will also have the opportunity to participate in Canadian Superior's growing international business that includes its large exploration program currently underway offshore Trinidad, operated by Canadian Superior with BG Group as a major partner.
The boards of directors of both Canadian Superior and Seeker have unanimously approved the transaction.
Upon closing of the transaction, Canadian Superior will be producing over 4,350 BOE/d in Western Canada and will have over 160,000 acres of undeveloped land (68% average working interest) in Western Canada. Canadian Superior also has a very strategic land position offshore Trinidad and Tobago with 135,055 gross acres (74,534 acres net) of undeveloped offshore holdings and holds 1.23 million acres (100%) of exploration acreage offshore Nova Scotia, with Canadian Superior holding the largest offshore exploration acreage position in the basin.
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