Saturn Oil & Gas Inc. completed the acquisition of Ridgeback Resources Inc. for approximately CAD 516 million.
Transaction is subject to receipt of all regulatory approval including the approval of the TSX Venture Exchange (the TSXV), approval of the Commissioner of Competition pursuant to the Competition Act (Canada), the listing approval of the TSXV, approval of the Supreme Court of British Columbia and shareholder approvals. Concurrent with the execution of the Agreement, shareholders of Ridgeback representing over 80% of the outstanding common and performance shares of Ridgeback executed voting support agreements agreeing to vote in favor of the arrangement resolution either in writing or at a meeting of shareholders of Ridgeback (if required), subject to the terms of the voting agreements. The Ridgeback Acquisition is expected to close in Q1 2023.
Echelon Capital Markets and Canaccord Genuity Corp. are acting as financial advisors to Saturn. CIBC Capital Markets and TD Securities Inc. are acting as financial advisors to Ridgeback. Grant MacKenzie of Dentons Canada LLP is acting as legal counsel to Saturn with respect to the Ridgeback Acquisition, the Offering, and the amended Term Loan. Chad Schneider of Blakes, Cassels and Graydon LLP is acting as legal counsel to Ridgeback. DLA Piper (Canada) LLP is acting as legal advisor to the Underwriters.
Saturn Oil & Gas Inc. (TSXV:SOIL) completed the acquisition of Ridgeback Resources Inc. for approximately CAD 525 million on February 28, 2023. The consideration was comprised of CAD 475 million in cash, and the issuance of 19,406,167 common shares in the capital of the Company. The cash portion of the purchase price was funded through the net proceeds of Saturn's previously announced CAD 125 million bought deal equity financing, and proceeds from an amended and restated credit agreement with the Company's existing lender which increased the Company's borrowing capacity and provided additional proceeds of CAD 375 million. Vinson & Elkins acted as legal advisor to a controlling shareholder in connection with the sale of Ridgeback Resources, Inc.