Swift Power Corp. (TSX VENTURE: SPC) ("Swift Power" or the
"Company") is pleased to announce that it has entered into a
pre-acquisition agreement dated June 22, 2010 (the "Agreement")
with Fort Chicago Energy Partners L.P. ("Fort Chicago"), pursuant
to which Fort Chicago has agreed to make an offer (the "Offer") by
way of a take-over bid to purchase all of the issued and
outstanding shares of Swift ("Shares"), as well as shares issuable
upon exercise of outstanding options, for $0.35 in cash for each
Share.
Swift has 25,624,655 issued and outstanding Shares and
27,790,155 outstanding Shares on a fully-diluted basis. The
take-over bid materials are expected to be mailed to shareholders
of Swift (the "Swift Shareholders") on or about July 5, 2010, and
the Offer is expected to expire in August, 2010, unless otherwise
extended by Fort Chicago. The consideration under the Offer
represents a premium of 40% to Swift's closing price on the TSX
Venture Exchange (the "TSX-V") on June 21, 2010 and a premium of
approximately 62% to Swift's 20-day volume weighted average price
on the TSX-V for the 20 trading day period ending June 21, 2010.
The value of the total consideration offered to Swift Shareholders
is approximately $8.47 million calculated on a fully-diluted
basis.
The board of directors of Swift has unanimously approved the
Offer and has determined that the Offer is fair from a financial
point of view to Swift Shareholders and that it is in the best
interests of Swift and the Swift Shareholders, and has unanimously
determined that it will recommend that Swift Shareholders accept
the Offer.
Certain shareholders, including all Swift management and
directors, have entered into lock-up agreements with Fort Chicago
in which they have agreed to tender pursuant to the Offer and not
withdraw, except in certain circumstances. Swift has agreed not to
directly or indirectly solicit or initiate any inquiries,
discussions or negotiations with any third party with respect to
any take-over proposal, subject to fiduciary obligations, including
the right to respond to superior proposals, which Fort Chicago has
the right to match. In addition Swift has agreed to pay a
non-completion fee of $400,000 to Fort Chicago in certain
circumstances. First Chicago has received agreements to tender to
the Offer in respect of approximately 47% of the Shares on a
fully-diluted basis.
Swift's current management team are expected to remain with the
continuing entity and will continue to work to develop its
projects.
Completion of the proposed transaction is subject to a number of
conditions including acceptance of the Offer by Swift Shareholders
holding at least 66 2/3% of the Shares, the entering into of
employment agreements with Alexi Zawadzki, Andy Robinson and Don
Hague, and receipt the consent of BC Hydro under the electricity
purchase agreement entered into between Swift and BC Hydro.
Mr. Alexi Zawadzki commented that, "After thoroughly
contemplating a number of alternatives, we are very pleased with
the Fort Chicago offer. A successful deal with Fort Chicago will
provide the tools necessary to complete our projects on a more
competitive basis, including access to good quality debt and
development funding."
Swift's legal advisors are Lang Michener LLP (Vancouver).
About Swift Power
Swift Power Corp. is a Vancouver, BC based development-stage,
independent, run-of-river hydroelectric power company. Swift
Power's business is to develop renewable power projects in BC and
potentially in other provinces of Canada and internationally. Swift
Power has rights to nine water licence applications filed with the
BC government regarding several sites on various creeks in BC.
Additional information about Swift Power is available on the
Company's website at www.swiftpower.ca.
Reader Advisory
This announcement is for informational purposes only and does
not constitute or form part of any offer or invitation to purchase,
acquire, subscribe for, sell, dispose of or issue, or any
solicitation of an offer to sell, dispose, issue purchase, acquire
or subscribe for any security. The Offer (including any variation
or extension in accordance with applicable securities laws) is
being made exclusively by means of, and subject to the terms and
conditions set out in the Offer documentation to be delivered to
Swift Shareholders and filed with the Canadian provincial
securities regulators. Swift Shareholders should read these
materials carefully as they contain important information,
including the terms and conditions of the Offer. The Offer
documentation as well as the Swift directors' circular will be
available electronically without charge at www.sedar.com.
Reader Advisory Regarding Forward-Looking Information
Certain statements contained in this news release, including
statements that contain words such as "may", "will", "would",
"could", "should", "anticipate", "believe", "intend", "expect",
"plan", "estimate", "budget", "outlook", "propose", "project", and
statements relating to matters that are not historical fact
constitute forward-looking information within the meaning of
applicable Canadian securities legislation. In this news release,
forward-looking information and statements include: mailing of the
Offer documentation and Swift directors' circular, terms and
conditions of the Offer and anticipated completion of the
Offer.
The forward-looking information in this news release is subject
to known and unknown risks and uncertainties and other factors and
assumptions, which include, but are not limited to: the risk that
the Offer will not be completed as anticipated or at all; the risk
that one or more of the conditions to which the Offer is subject
will not be met; and risk the of delay in completion of the Offer.
In addition, Swift is subject to risks and uncertainties. Actual
results could differ materially from those anticipated in these
forward-looking statements if the assumptions underlying them prove
incorrect, or if one or more of the uncertainties or risks
described above materializes. Risk factors are discussed in greater
detail in filings made by Swift with the Canadian provincial
securities commissions.
Readers are strongly cautioned that the above list of factors
affecting forward-looking information is not exhaustive. Further,
forward- looking statements are made as at the date they are given
and, except as required by applicable law, Swift does not intend,
and does not assume any obligation, to update any forward-looking
statements, whether as a result of new information or otherwise.
The forward-looking statements contained in this news release are
expressly qualified by this advisory.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Swift Power Corp. Alexi Zawadzki President and CEO
604-637-6393 604-945-7558 (FAX) www.swiftpower.ca
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