Cordero Energy Approves Cash Take-Over Bid by ENMAX
Cordero Energy Inc. has entered into an agreement with ENMAX Corporation, pursuant to which ENMAX will make an all-cash offer to acquire all of the issued and outstanding common shares on a fully diluted basis of Cordero by way of a take-over bid. Under the Offer, ENMAX will acquire the Shares at a price of $4.35 per Share, valuing the proposed transaction at approximately $218 million including the assumption of debt. The Offer represents a 20.7% premium based on the volume weighted average price of Cordero's common shares on the TSX for the 20 trading days ended February 15, 2008. The Offer will be subject to certain customary conditions including acceptance of the Offer by holders of at least 66 2/3% of the outstanding Cordero Shares and receipt of all required regulatory approvals.
The Board of Directors of Cordero has unanimously approved the proposed transaction, has concluded that the transaction is in the best interest of its shareholders and will recommend that shareholders of Cordero accept the Offer. Tristone Capital Inc. acted as financial advisor to the Board of Directors of Cordero beginning in late 2007 in conducting a full review of transaction alternatives available to Cordero and has provided an opinion that the consideration under the Offer is fair, from a financial point of view, to the holders of Cordero common shares.
Cordero has agreed to pay ENMAX a non-completion fee of $7.0 million in certain circumstances if the proposed transaction is not completed. The Agreement includes customary non-solicitation covenants. Full details of the Offer will be included in the formal take-over bid circular and related documents which will be mailed to all shareholders of Cordero on or before March 10, 2008. The Offer, unless extended, will expire 35 days thereafter with anticipated closing in mid-April 2008. Directors and officers of Cordero, representing approximately 9.6% of the issued and outstanding basic common shares of Cordero, have agreed to tender their shares to the Offer, subject to certain exceptions and have entered into lock-up agreements with ENMAX evidencing such commitment. Peters & Co. Limited acted as financial advisor to ENMAX with respect to the Offer.
The Cordero Board of Directors has approved the December 31, 2007 Sproule Associates Limited (Sproule) Independent Reserve Evaluation dated February 8, 2008. The evaluation was conducted pursuant to National Instrument 51-101 (NI 51-101). Year-over-year Company interest (including royalty interest) proved and probable (2P) reserves grew to 16.7 million boe compared from 13.3 million boe in 2006. The three tables located below summarize Oil and Gas Reserves, Net Present Values of Future Net Revenue and Prices and Inflation Rate Assumptions as of December 31, 2007.