Pursuant to the transaction, for each common share Jupiter shareholders will receive approximately 0.2365 of a Tourmaline common share. In addition, as part of the transaction Jupiter will redeem the 13.00% second-priority senior secured cash/PIK notes due
"I am incredibly proud of the Jupiter team and everything we accomplished over the past six years. Each new season brought unique challenges but through commitment, collaboration, innovation and perseverance we emerged stronger every time. I am confident that the high-quality business we built will support Tourmaline's ambition to become
Transaction Approvals
The transaction is to be completed by way of a plan of arrangement under the Canada Business Corporation Act and is subject to the approval of at least two-thirds of the Jupiter shareholders present in person or represented by proxy at a special meeting of shareholders expected to be held in
Jupiter's four largest shareholders have entered into agreements with Tourmaline in support of the transaction representing, in aggregate, approximately 92% of Jupiter's outstanding common shares.
The board of directors of each of Jupiter and Tourmaline have unanimously approved the transaction.
The transaction is subject to various closing conditions in addition to shareholder approval, including regulatory and court approvals, and is expected to close by the end of 2020.
Further details with respect to the transaction will be included in an information circular to be mailed to Jupiter shareholders in connection with the special meeting.
Jupiter shareholders who are non-residents of
Information regarding tax matters in this press release is for general information purposes only and does not constitute tax advice. Further details will be included in the information circular. Obtaining a tax clearance certificate from the CRA can be a lengthy process and Non-Residents should consult with their tax advisors as soon as possible.
Advisors
About Jupiter
Jupiter is an independent
About Tourmaline
Tourmaline is a Canadian senior crude oil and natural gas exploration and production company focused on long-term growth through an aggressive exploration, development, production and acquisition program in the
Forward Looking Information
This press release contains certain forward-looking information within the meaning of Canadian securities laws. Forward-looking information relates to future events or future performance and is based upon the Jupiter's current internal expectations, estimates, projections, assumptions and beliefs. All information other than historical fact is forward-looking information. Words such as "plan", "expect", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words that indicate events or conditions may occur are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information relating to the anticipated benefits of the transaction to Jupiter and its shareholders; the timing and anticipated receipt of required shareholder, court and regulatory approvals for the transaction; the ability of Jupiter and Tourmaline to satisfy the other conditions to complete the transaction; and the anticipated timing of the holding of the special meeting and the closing of the transaction.
The transaction value of approximately
In respect of the forward-looking information concerning completion of the transaction and the anticipated timing for completion of the transaction, Jupiter has provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail special meeting materials, including the information circular; the ability of the parties to receive, in a timely manner, the necessary shareholder, court and regulatory approvals, including but not limited to the receipt of applicable Competition Act (
By their nature, forward-looking information are subject to numerous risks and uncertainties, some of which are beyond Jupiter's control. Completion of the transaction is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the termination of the transaction. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the transaction will be set forth in the information circular, which will be available on Jupiter's investor portal at www.jupiterresources.com/investors. 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 information. The actual results, performance or achievement of Jupiter could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Jupiter will derive therefrom.
Jupiter disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE
© Canada Newswire, source