- The Hostile Bid is a "take-under" bid offered at a discount
and does not provide adequate value for Shareholders.
- The Hostile Bid's lack of financing plan creates significant
Shareholder risk and uncertainty.
- In excess of 30% of Bonterra Shareholders have already
confirmed they WILL NOT TENDER to the Hostile Bid.
For any questions please contact Bonterra's Information
Agent, Laurel Hill Advisory Group at
1-877-452-7184 (+1-416-304-0211 outside North America) or email
assistance@laurelhill.com.
CALGARY, AB, Oct. 6, 2020 /CNW/ - Bonterra Energy Corp.
(www.bonterraenergy.com) (TSX: BNE) ("Bonterra" or the "Company")
today announced its Board of Directors (the "Board") has
unanimously determined that Obsidian Energy Ltd.'s ("Obsidian")
hostile "take-under" bid (the "Hostile Bid") to acquire Bonterra
significantly undervalues the common shares of Bonterra ("Common
Shares") and is NOT in the best interests of Bonterra, the
holders of its Common Shares (the "Shareholders") or its other
stakeholders and recommends Shareholders REJECT the Hostile
Bid.
The Board today filed its Directors' Circular, which provides
information for Shareholders about the Board's analysis,
deliberations and recommendations pertaining to the Hostile Bid,
along with information regarding Bonterra's prospects. The
Directors' Circular is available at www.bonterraenergy.com and at
www.sedar.com.
Within the Directors' Circular, the Board describes the reasons
for its recommendations. Among other considerations, the Board
notes:
- The Hostile Bid is a "take-under" bid and does not provide
adequate value for Shareholders;
- Bonterra has already received notice that Shareholders
representing in excess of 30% of the outstanding Common Shares WILL
NOT TENDER their Common Shares to the Hostile Bid, including every
member of the Bonterra Board and management;
- Peters & Co. Limited has delivered a written opinion to the
Bonterra Board and the Special Committee that the consideration
offered pursuant to the Hostile Bid is inadequate, from a financial
point of view, to Shareholders;
- The Hostile Bid is highly opportunistic and timed to deprive
Shareholders of recent positive market changes and value increasing
initiatives achieved to date and that are being pursued by
Bonterra;
- The Hostile Bid exposes Shareholders to an uncertain financing
plan and a potential capital structure that could result in future
dilution in equity ownership;
- Obsidian and its U.S. activist investor led management team
have not demonstrated a track record of creating shareholder value
or the ability to create a "Cardium Champion";
- The value of the consideration under the Hostile Bid is
uncertain; and
- The Hostile Bid is highly conditional (15 separate conditions,
several of which are highly unusual) and presents substantial
completion risk.
Upon receipt of the Hostile Bid, the Board, operating through a
Special Committee, engaged with financial and legal advisors to
diligently review the Hostile Bid. Following receipt of the opinion
of Peters & Co. Limited to the effect that, as of the date
thereof and based upon and subject to the assumptions, limitations
and qualifications set forth therein, the consideration
offered pursuant to the Hostile Bid is inadequate, from a financial
point of view, to Shareholders and the unanimous recommendation of
the Special Committee, the Board has UNANIMOUSLY determined
that the Hostile Bid is inadequate and is not in the best interests
of Bonterra, its Shareholders or other stakeholders. The
Board unanimously recommends that Shareholders REJECT the
Hostile Bid and NOT tender their Common Shares.
TAKE NO ACTION is required to reject the Hostile Bid.
If you have already tendered your Common Shares to the Hostile
Bid , you can withdraw your Common Shares by contacting your broker
or Laurel Hill Advisory Group toll free at 1-877-452-7184
(416-304-0211 outside North
America) or via email at assistance@laurelhill.com.
Legal counsel to Bonterra is Borden Ladner Gervais LLP; legal
counsel to the Special Committee is Davies Ward Phillips &
Vineberg LLP; Peters & Co. is acting as financial advisor; and
Laurel Hill Advisory Group is serving as Bonterra's strategic
communications advisor and information agent.
Shareholder Questions
Shareholders with questions are encouraged to call Bonterra's
information agent, Laurel Hill Advisory Group at 1-877-452-7184
(+1-416-304-0211 outside North
America) or email assistance@laurelhill.com.
We encourage shareholders to subscribe to Bonterra Energy
news releases through our website to ensure timely updates at
https://bonterraenergy.mediaroom.com/email-alerts and follow
Bonterra on Twitter @Bonterra_Energy.
About Bonterra
Bonterra Energy Corp. is a conventional oil and gas corporation
with operations in Alberta,
Saskatchewan and British Columbia, focused on its strategy of
long-term, sustainable growth and value creation. The Company's
shares are listed on The Toronto Stock Exchange under the symbol
"BNE".
Forward Looking Information
Certain statements contained in this release include statements
which contain words such as "anticipate", "could", "should",
"expect", "seek", "may", "intend", "likely", "will", "believe" and
similar expressions, relating to matters that are not historical
facts, and such statements of our beliefs, intentions and
expectations about development, results and events which will or
may occur in the future, constitute "forward-looking information"
within the meaning of applicable Canadian securities legislation
and are based on certain assumptions and analysis made by us
derived from our experience and perceptions. Forward-looking
information in this release includes, but is not limited to: the
anticipated effect of the Hostile Bid and the actions of
Shareholders in response to the Hostile Bid, the value increasing
initiatives being pursued by the Company; business strategy and
outlook; expansion and growth of our business and operations; and
other such matters.
All such forward-looking information is based on certain
assumptions and analyses made by us in light of our experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors we believe are
appropriate in the circumstances. The risks, uncertainties and
assumptions are difficult to predict and may affect operations, and
may include, without limitation: foreign exchange fluctuations;
equipment and labour shortages and inflationary costs; general
economic conditions; industry conditions; changes in applicable
environmental, taxation and other laws and regulations as well as
how such laws and regulations are interpreted and enforced; the
ability of oil and natural gas companies to raise capital; the
effect of weather conditions on operations and facilities; the
existence of operating risks; volatility of oil and natural gas
prices; oil and gas product supply and demand; risks inherent in
the ability to generate sufficient cash flow from operations to
meet current and future obligations; increased competition; stock
market volatility; opportunities available to or pursued by us; and
other factors, many of which are beyond our control.
Actual results, performance or achievements could differ
materially from those expressed in, or implied by, this
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, what
benefits will be derived therefrom. Except as required by law,
Bonterra disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise. The forward-looking
information contained herein is expressly qualified by this
cautionary statement.
The TSX does not accept responsibility for the
accuracy of this release.
SOURCE Bonterra Energy Corp.
