The transaction price represents a premium of 98% over Bankers’ closing share price on the Toronto Stock Exchange (“TSX”) of C$1.11 on March 18, 2016, and 109% over the 30-trading day volume weighted average trading price of Bankers Shares of C$1.05 per share ending on March 18, 2016.
David French, President and Chief Executive Officer of Bankers commented: “The proposed transaction provides Bankers with the opportunity to return value to our shareholders at a significant premium to the current market valuation, while offering Bankers added financial resources to accelerate our activity inAlbania and capitalize on the potential created by the current commodity price environment. This transaction will generate substantial economic benefit forAlbania and the local communities in which Bankers operates. We look forward to working alongside our new investors to deliver the asset possibilities before us.”
Following a successful transaction, the Purchaser will support the Bankers’ leadership and employee base to capitalize on the experience and depth of the Bankers team. The Purchaser plans to realize the joint vision of both companies to grow the business with enhanced investment into its Albanian operations, while concurrently focusing on growth opportunities in the global marketplace.
Information on the Transaction
Following an extensive review and analysis of the proposed transaction and consideration of other available alternatives, the Bankers Board has unanimously determined that the Arrangement is in the best interests of Bankers and its shareholders. The Bankers Board has unanimously approved the Arrangement and determined to recommend that Bankers’ shareholders vote in favour of the Arrangement. Each of the senior officers and directors of Bankers, representing in aggregate approximately six percent of the outstanding Bankers Shares (on a fully diluted basis), have entered into voting support agreements with the Purchaser in connection with the transaction, pursuant to which they have agreed to vote in favour of the approval of the Arrangement. The Bankers Board has received from its financial advisor, FirstEnergy Capital LLP, an opinion that, as of the date of the Arrangement Agreement, and subject to the assumptions and qualifications contained therein, the consideration proposed to be paid to Bankers’ shareholders is fair from a financial point of view (the “Fairness Opinion”).
The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Bankers, subject to “fiduciary out” provisions that entitle Bankers to consider and accept a superior proposal and a right in favour of the Purchaser to match any superior proposal. The Arrangement Agreement also provides for a mutual non-completion fee of US$20 million if the Arrangement Agreement is terminated in certain circumstances. This includes payment in favour of the Purchaser if Bankers enters into an agreement with respect to a superior proposal, or if the Bankers Board withdraws or modifies its recommendation with respect to the Arrangement. Payment in favour of Bankers would occur if the Purchaser is unable to complete the funding of its obligation to acquire the Bankers Shares or in other circumstances.
Completion of the Arrangement is subject to customary closing conditions, including receipt of court, shareholder and regulatory approvals, such as those required under the Investment Canada Act and approvals required by the People’s Republic of China. Bankers’ shareholders will be asked to vote on the Arrangement at a special meeting of the shareholders of Bankers (the “Special Meeting”) and the completion of the Arrangement will require the approval of two-thirds of the votes cast by shareholders in person or by proxy at the Special Meeting.
As a result of this Arrangement, the previously announced Annual General Meeting will be deferred. An information circular regarding the Arrangement is expected to be mailed to the shareholders of Bankers in April for a Special Meeting anticipated to be held before the end of May. Further details will be announced as they become available. Provided the Arrangement is approved at the Special Meeting and necessary regulatory approvals obtained, closing is expected to take place by the end of June. Following a successful transaction, the Purchaser intends to apply for the cancellation of Bankers’ listing on both the TSX and AIM exchanges.
A copy of the Arrangement Agreement and the information circular and related documents will be filed with Canadian securities regulators and will be available at www.sedar.com.
Recommendation of the Bankers Board
Based on the Fairness Opinion and the recommendation of the Special Committee of the Bankers Board and after consulting with its financial and legal advisors, among other things, the Bankers Board has unanimously: (i) determined the Arrangement is in the best interests of Bankers and its shareholders; (ii) resolved to recommend that Bankers’ shareholders vote in favour of the Arrangement; and (iii) determined that the consideration to be received by Bankers’ shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Bankers’ shareholders.
Dentons Canada LLP is acting as legal counsel to the Purchaser and Charter Power.
FirstEnergy Capital LLP is acting as exclusive financial advisor to Bankers and has provided the Bankers Board with a fairness opinion regarding the Arrangement for its shareholders. A copy of such opinions will be included in the information circular to be sent to Bankers shareholders in connection with the Special Meeting. McCarthy Tétrault LLP is acting as legal counsel to Bankers.
Geo-Jade is one of the largest independent exploration and production companies listed in Shanghai Stock Exchange (SH:600759) with a market capitalization larger than C$3.6 billion. Geo-Jade has made successful oil and gas investments worldwide with its main assets located in Central Asia, North America and China.
About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and production company focused on developing large oil and gas reserves in Albaniaand Eastern Europe. In Albania, Bankers operates and has the full rights to develop the Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova oilfield, and a 100% interest in Exploration Block “F”. In 2015 Bankers acquired an 85% interest in the rights to explore the Püspökladány Block concession within the Pannonian Basin located in north eastern Hungary. Bankers’ shares are traded on the Toronto Stock Exchange and the AIM Market in London, Englandunder the stock symbol BNK.
Caution Regarding Forward-looking Information
Certain information set forth in this press release, including information and statements which may contain words such as “could”, “plans”, “intends” “should”, “anticipate”, “expects”, “will”, “propose”, “opportunity”, “future”, “continue”, and similar expressions and statements relating to matters that are not historical facts, contain forward-looking statements, including but not limited to statements regarding: the proposed Arrangement and the anticipated timing of closing; mailing of the information circular related to the Special Meeting and the timing thereof and timing of the Special Meeting; the benefits of the Arrangement for Bankers, its stakeholders, employees and the countries in which it operates; the delisting of the Bankers Shares following completion of the Arrangement and the Purchaser’s plans for Bankers following the completion of the Arrangement. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Bankers’ control. Completion of the Arrangement is subject to a number of conditions, including receipt of the approval’s required by the Investment Canada Act (Canada) and approvals required by the People’s Republic of China, and other conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of Bankers’ shareholders may result in the termination of the Arrangement Agreement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement will be set forth in the information circular in respect of the Special Meeting, which will be available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Bankers could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Bankers will derive therefrom. Bankers disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.