UTS Urges Shareholders to Reject Total's 'Inadequate' Unsolicited Offer

Fort Hills Oil Sands Project
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UTS' Board of Directors unanimously recommends that shareholders reject Total E&P Canada Ltd.'s unsolicited offer to acquire UTS. The Board, after a thorough review and evaluation of the January 29, 2009 unsolicited take-over bid and after consultation with its financial and legal advisors, determined that the Total offer is inadequate and is contrary to the best interests of UTS shareholders. The Board therefore recommends that UTS shareholders reject the Total offer and not tender their shares to the Total offer.

"This is an inadequate and opportunistic offer that fails to recognize the full value of UTS," said Dennis Sharp, Chairman of the Board of Directors. "We can do better for our shareholders than what this offer represents."

UTS has created a Special Committee of the Board to pursue various initiatives with the objective of maximizing value for all shareholders.

Among the reasons the UTS Board believes shareholders should reject the Total offer are:

  • The sum of UTS' cash, net effective investment to date in all of its projects, including Frontier and Equinox, and remaining Fort Hills Project earn-in is $3.57 per Common Share which significantly exceeds the value of the Total offer before attributing any value to UTS' other resources and lands;
  • The Total offer does not reflect the value of UTS' world class oil sands assets and growth prospects;
  • The Total offer does not include any value for the significant synergies available to Total in acquiring UTS;
  • The Total offer does not reflect the scarcity value of UTS' oil sands mining assets;
  • The timing of the Total offer is opportunistic given the recent dramatic decline in the price of oil and in the price of the UTS common shares;
  • The UTS common shares are trading substantially above the $1.30 price offered in the Total offer;
  • Major institutional shareholders have stated that the Total offer is inadequate;
  • Precedent transactions suggest greater value should be obtained for shareholders;
  • Superior alternatives delivering greater value for shareholders may emerge;
  • The disclosure in the Total take-over bid circular is deficient as it fails to disclose prior discussions between Total and the other Fort Hills partners in respect of the Fort Hills Partnership;
  • The Total offer is highly conditional and not a firm offer; and
  • UTS' financial advisors have each delivered a written opinion indicating the Total offer is inadequate.

"UTS has built considerable shareholder value through the prudent development of our oil sands assets, while at the same time, establishing the platform for significant future growth. Over the past five years, UTS has grown from a single project company with a $50 million market capitalization to become a well-financed exploration and development company with three projects, major partners and a significant exploration portfolio," said Dr. William J.F. Roach, President and Chief Executive Officer.

"We have a diversified asset base within the oil sands which holds enormous value for our shareholders but is mostly ignored by Total's offer which focuses only on Fort Hills. It is therefore not surprising that the offer has been rejected unanimously by UTS' directors and officers."



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