Tudor Corporation and Marzcorp have entered into a binding letter agreement dated March 31, 2010, whereby Tudor will acquire all of the outstanding shares of Marzcorp. Marzcorp is an arm's length Canadian company with petroleum properties in Matapedia Valley, Gaspesie, Quebec. The Acquisition will result in a reverse take-over of Tudor by Marzcorp and a backdoor listing under the policies of the Toronto Stock Exchange. A special meeting of the Tudor shareholders will be held to consider the reverse take-over. Prior to or concurrently with the Acquisition, Marzcorp proposes to complete a brokered private placement offering for gross proceeds of not less than $5,000,000. The Acquisition will not proceed if the Marzcorp Financing is not completed.
Overview of the Acquisition
Under the terms of the Letter Agreement each outstanding Marzcorp share will be exchanged for one common share of Tudor. It is currently contemplated that Tudor will make either an exempt take-over bid offer (the "Offer") to the holders of Marzcorp, or propose an amalgamation or plan of arrangement following completion of due diligence and analysis of the structure for the Acquisition. Prior to the completion of the Marzcorp Financing, Marzcorp will have 111,000,000 common shares outstanding. As a result, following completion of the acquisition, but prior to giving effect to the Marzcorp Financing, Tudor will have approximately 141,811,118 common shares outstanding, with original Tudor shareholders holding approximately 22% of Tudor and former Marzcorp shareholders holding approximately 78% of Tudor. All shares of Marzcorp issued pursuant to the Marzcorp Financing will be exchanged for Tudor common shares on the same basis. Upon closing of the Acquisition, it is expected that Frank Marzoli, the sole director and officer of Marzcorp, will be appointed to the Tudor Board of Directors and additional management will be added to support the development of the Marzcorp assets. The Acquisition by Tudor is an arms' length transaction.
For the Acquisition to proceed, a resolution approving the backdoor listing must be approved by a majority of the votes cast by eligible holders of common shares present at a meeting of the Tudor shareholders. The Acquisition will not proceed unless Marzcorp has completed the Marzcorp Financing. The completion of the Acquisition is also conditional upon the receipt of all applicable regulatory and Toronto Stock Exchange approvals.
The boards of directors of each of Tudor and Marzcorp. have unanimously approved the Letter Agreement. The board of directors of Tudor has also concluded that the Acquisition is in the best interests of its shareholders, and has resolved to recommend that shareholders of Tudor vote their securities in favor of the back door listing at the meeting.
The closing of the Acquisition is expected to occur on or before June 15, 2010, provided the requisite shareholder approval is obtained. There can be no assurance that Marzcorp will complete the Marzcorp Financing and that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the proposed reverse take-over may not be accurate or complete and should not be relied upon. Trading in securities of Tudor should be considered highly speculative.
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