HRT PARTICIPAÇÕES EM PETRÓLEO S.A. TO ACQUIRE UNX ENERGY CORP. FOR C$6.17 PER UNX COMMON SHARE, VALUING UNX ENERGY CORP. AT C$730 MILLION
Feb. 24, 2011 (Canada NewsWire Group) --
CALGARY, Feb. 24 /CNW/ - UNX Energy Corp. (TSX-V:UNX) ("UNX") announced today that it has entered into a definitive agreement (the "Arrangement Agreement") with HRT Participações em Petróleo S.A. (Bovespa: HRTP3) ("HRT") pursuant to which HRT will acquire all of the outstanding common shares of UNX ("UNX Shares") by way of a Plan of Arrangement pursuant to the Business Corporations Act (Alberta) (the "Arrangement").
UNX Chairman, Duane Parnham commented: "In combining the two companies, the resulting entity forms a South Atlantic Margin powerhouse controlling impressive exploration and development concessions in both Namibia and Brazil. This transaction delivers an immediate and significant premium to our shareholders, and provides them with the opportunity to participate in the enormous potential of HRT's prospects. We are delighted that a company with the financial and technical strength of HRT, and which has been a long-term partner of UNX, is going to take our world-class Namibian prospects to the discovery stage. The UNX Board of Directors believes this is a very attractive transaction for our shareholders and has unanimously determined to recommend the deal."
Pursuant to the Arrangement, HRT will acquire each UNX Share in exchange for 0.5579 of a Global Depositary Share. Each Global Depositary Share will represent an interest in one one hundredth (1/100) of an HRT common share deposited (or subject to deposit) pursuant to a deposit agreement with Bank of New York Mellon, the proposed depositary in connection with the establishment of the Global Depositary Share structure. Based on the ratio of HRT common shares per Global Depositary Share (1/100), HRT will issue 0.005579 of an HRT common share to acquire each UNX Share. Holders of Global Despositary Shares will be responsible for certain customary fees and expenses of the depositary in connection with the ongoing administration of the Global Depositary Share structure. The Arrangement is conditional upon the Global Depositary Shares being listed on the Toronto Stock Exchange or a related exchange.
Net of certain Brazilian taxes payable by UNX shareholders in connection with the Arrangement, which equate to a maximum of 1.88% of the value of the HRT common shares underlying the Global Depositary Shares received, UNX shareholders will receive approximately 0.5474 of a Global Depositary Share for each UNX Share (which equates to approximately 0.005474 of an HRT common share for each UNX Share). The net exchange ratio represents an implied price of C$6.17 per UNX Share based on HRT's closing share price on the Bovespa as at February 23, 2011. The implied price of C$6.17 per UNX Share represents an implied premium of 29% and 39% to UNX's closing share price of C$4.80 and 20-day volume weighted average trading price of C$4.45 on the TSX Venture Exchange as at February 23, 2011. The Arrangement values UNX at approximately C$730 million based on 118.3 million fully diluted shares outstanding.
UNX director, Knowledge Katti commented: "This is a major investment into the Namibian oil and gas sector. This deal demonstrates the confidence that a globally respected and fully-funded company like HRT has in the immense potential for discovering oil in Namibia." Katti further explained: "We will work closely with our Brazilian partners not only to find oil in Namibia, but to make sure that we contribute towards the advancement of the Namibian nation."
Tuota lihavoitua kohtaa en ymmärrä. Useamman eri yhtiön ADSiä ja GDSiä on tullut omistettua, mutta noissa aina listattu yhtiö on vastannut kuluista.
Pari kuuta sitten HRT:stä.
No comments:
Post a Comment