Crescent Point Energy Trust to Acquire Gibraltar Exploration
Gibraltar Exploration Ltd. has entered into an Arrangement Agreement with Crescent Point Energy Trust and Crescent Point General Partner Corp. pursuant to which the issued and outstanding common shares of Gibraltar shall be acquired by the publicly traded corporation resulting from the corporate conversion of the Trust by way of a plan of arrangement on the basis of 0.1397 of a common share of Crescent Point for each Gibraltar Share. The Corporate Conversion is to be completed on or before the closing of the Gibraltar Arrangement. In addition, each holder of a Gibraltar Share will also receive a proportionate number of common shares in a new corporation which will have no debt and which will hold all of Gibraltar's petroleum and natural gas rights and related interests in the Cutpick, Lynx and Redrock areas of Alberta (collectively, the "Newco Properties"), together with cash in the amount of $1 million. Average production for March 2009 from the Newco Properties was approximately 764 BOE/d (88% natural gas and 12% natural gas liquids). The five day volume weighted average price of the trust units of the Trust immediately before the execution of the Arrangement Agreement was $28.67. Crescent Point will also assume Gibraltar's net debt which is currently estimated to be approximately $72.6 million.
The terms of the Arrangement Agreement have been unanimously approved by the boards of directors of Gibraltar and the Trust. The directors and officers of Gibraltar have entered into lock-up agreements with the Trust to vote the Gibraltar Shares held, directed or controlled by such directors and officers (approximately 11.8% of the outstanding Gibraltar Shares) in favour of the Gibraltar Arrangement. The board of directors of Gibraltar has unanimously: (i) determined that the transactions contemplated by the Arrangement Agreement are in the best interests of Gibraltar and the Gibraltar shareholders and the consideration to be received by the Gibraltar shareholders is fair, from a financial point of view, to the Gibraltar shareholders; (ii) approved the Arrangement Agreement and the transactions contemplated thereby; and (iii) determined to recommend that the Gibraltar shareholders vote in favour of the transactions contemplated by the Arrangement Agreement.
FirstEnergy Capital Corp. is acting as financial advisor to the board of directors of Gibraltar and has provided an opinion that the consideration to be received by the Gibraltar shareholders pursuant to the Gibraltar Arrangement is fair, from a financial point of view, to the Gibraltar shareholders.
The Gibraltar Arrangement will be subject to the approval of 66 2/3% of the votes cast by Gibraltar shareholders at a special meeting of shareholders expected to be held in late June 2009. Closing is subject to certain other conditions, including court and other regulatory approvals, and the closing of the Corporate Conversion. Closing of the Gibraltar Arrangement is expected to occur in early July 2009. An information circular is expected to be mailed to Gibraltar shareholders in early June 2009.
Gibraltar is a private Alberta based corporation actively engaged in the exploration, development and production of crude oil and natural gas in Alberta and Saskatchewan. There are 29,438,176 Gibraltar Shares issued and outstanding.