Synenco Energy Inc. and Total E&P Canada Ltd., a wholly owned subsidiary of Total S.A., announced that they have entered into an amendment agreement to the acquisition agreement between them dated April 27, 2008 whereby Total Canada will increase the consideration under its offer to purchase all of the issued and outstanding common shares of Synenco on a fully diluted basis from CA$9.00 cash per share to CA$10.25 cash per share.
The amended offer represents an approximately 39% premium to Synenco shareholders based on the 30-day volume-weighted average price of CA$7.35 per share for Synenco's common shares for the period ending April 25 (being the last trading day preceding the announcement of Total Canada's original offer), and an approximately 32% premium to the closing price of the Synenco common shares on April 25 of CA$7.79 per share.
In connection with the increase of the consideration offered under the amended offer, Total Canada has advised Synenco that Total Canada has entered into lock-up agreements with each of D. E. Shaw Laminar Portfolios, L.L.C. and Wellington Management Company, LLP, pursuant to which they have agreed to tender the Synenco common shares owned or controlled by them to the amended offer. These shares, which had not previously been tendered to the offer, represent collectively approximately 23% of the currently issued and outstanding Synenco common shares.
The board of directors of Synenco has unanimously approved the making of the amended Total Canada offer and unanimously recommends that Synenco shareholders accept the amended Total Canada offer. TD Securities Inc. and Merrill Lynch Canada Inc. have acted as financial advisors to Synenco and each has provided an opinion to the board of directors of Synenco that the consideration to be received under the amended offer is fair, from a financial point of view, to Synenco shareholders.
Total Canada has advised Synenco that it anticipates mailing a Notice of Variation in respect of the amended offer on or about July 25, 2008 and that the amended Total Canada offer will remain open for acceptance until 7:00 p.m. (Calgary time) on August 5, 2008. The board of directors of Synenco anticipates mailing a Notice of Change to its Directors' Circular together with the Total Canada Notice of Variation.
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