CALGARY, ALBERTA – Vesta Energy Ltd. (“Vesta” or the “Corporation“) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement“) with Parallax Energy Operating Inc. (“Parallax“) and Parallax Energy, L.P., pursuant to which, among other things and subject to the terms and conditions set forth in the Arrangement Agreement, Parallax will acquire all of the issued and outstanding common shares in the capital of the Corporation (the “Common Shares“) by way of a statutory plan of arrangement (the “Arrangement“) pursuant to the Business Corporations Act (Alberta) (the “ABCA“).
A “Notice of Written Resolution” will be mailed on November 8, 2024 to all holders of Common Shares (“Shareholders“) of record as at November 1, 2024. Pursuant to the Arrangement Agreement and the ABCA, the Arrangement is required to be approved by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares (the “Arrangement Resolution“). Vesta is seeking approval of the Arrangement Resolution by having Shareholders sign an irrevocable written resolution (the “Written Resolution“). Concurrent with signing of the Arrangement Agreement, the Written Resolution was executed by Shareholders holding approximately 77% of the Common Shares. Vesta is also asking Shareholders to submit a letter of transmittal (a “Letter of Transmittal“) for use in submitting Common Shares to Olympia Trust Company in order to receive the Consideration that Shareholders are entitled to pursuant to the Arrangement. The Written Resolution, along with a notice in respect of the Arrangement and all other applicable documentation will be mailed in conjunction with the Notice of Written Resolution.
The Board of Directors of Vesta has unanimously approved the Arrangement and unanimously recommends that Shareholders vote their Common Shares in favour of the Arrangement Resolution by executing the Written Resolution.
Subject to satisfaction of several conditions, including Shareholder approval by way of the Written Resolution, the approval of the Court of King’s Bench of Alberta, receipt of regulatory approvals and other customary conditions, Closing is expected to occur on or about December 4, 2024.
Shareholders can access electronic versions of the Notice of Written Resolution and other relevant documents via our investor portal which can be accessed by applying on our website (https://www.vestaenergy.com/investors/). Shareholders who require assistance with respect to the Written Resolution and/or completion of the Letter of Transmittal required in order for Shareholders to receive the Consideration may contact Olympia Trust Company (transfer agent for the Common Shares and depositary under the Arrangement) at cssinquiries@olympiatrust.com.
BMO Nesbitt Burns Inc. (“BMO Capital Markets“) and RBC Capital Markets acted as financial advisors to Vesta in connection with a formal review of strategic alternatives and the Arrangement. BMO Capital Markets has provided a written fairness opinion that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters stated therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.
Matthew Rees, President and Chief Executive Officer of Vesta Energy commented “I would like to express my gratitude to our Shareholders for their support, our employees for their unwavering effort and many contributions, and our community stakeholders for their invaluable partnership over the years, all of which made Vesta possible. On behalf of Vesta’s management team, we are pleased we can provide liquidity to our Shareholders and support this transaction”.
For more information, please contact:
Vesta Energy Ltd.
900, 520 – 3rd Avenue SW
Calgary, Alberta, T2P 0R3
Email: investors@vestaenergy.com
Matthew Rees, President and Chief Executive Officer
Mark Munro, Chief Financial Officer
Cautionary Statements
All amounts in this news release are denominated in Canadian dollars.
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“). Forward-looking statements are typically identified by words such as “anticipate”, “estimate”, “believe”, “expect”, “plan”, “intend”, “will”, “may” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the anticipated completion of the Arrangement and the timing and resulting benefits thereof; the conditions precedent to completion of the Arrangement, include approval of the Arrangement from the Court of King’s Bench of Alberta and all other third party and regulatory approvals; and other similar statements.
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other things contemplated by the forward-looking statements will not occur. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things: the ability of the Corporation and Parallax to satisfy all conditions precedent and adhere to the covenants outlined in the Arrangement; the ability of the Corporation to obtain approval of the Arrangement from the Court of King’s Bench of Alberta and all other third party and regulatory approvals; and the Arrangement being completed on the timelines and on the terms currently anticipated.
Although it is believed that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the failure to meet the conditions precedent to completion of the Arrangement; failure to obtain approval of the Arrangement from the Court of King’s Bench of Alberta and all other third party and regulatory approvals; and failure to complete the Arrangement on the timelines and on the terms currently anticipated or at all. Additional risks that could affect the Arrangement are included in the Notice of Written Resolution as mailed to Shareholders of record as of November 1, 2024. Readers are urged to carefully consider those factors. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements contained in this news release are made as of the date hereof and the Corporation does not undertake any obligation to update publicly or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
