Torque Signs Amalgamation Agreement With Dundee Energy, Sets Annual and Special Shareholder Meeting Date and Recommends Sharehol
July 06 2011 - 3:26PM
Marketwired
Torque Energy Inc. (TSX VENTURE: TQE) advises that it has entered
into amalgamation and merger agreements with Dundee Energy Limited
(formerly called Eurogas Corporation) and a subsidiary of Dundee
Energy respecting the amalgamation of Torque with the subsidiary to
become a wholly-owned subsidiary of Dundee Energy. Shareholders of
Torque can elect to receive on the amalgamation either C$0.50 for
each Torque share held or one common share in Dundee Energy for
every two Torque shares held provided such election is duly made
before 4:30 p.m. (Toronto time) on July 27, 2011. If no election is
made, shareholders will receive C$0.50 per share.
Torque's Board of Directors (with one director abstaining due to
being a director of Dundee Energy and its parent, Dundee
Corporation) unanimously approved entering into the agreements,
determined that the amalgamation is in the best interests of Torque
and its shareholders and fair from a financial point of view to
Torque shareholders and recommends that Torque's shareholders vote
in favour of the amalgamation and adoption of the amalgamation
agreement. In reaching that opinion, the Board consulted its legal
and financial advisors, carefully analyzed, reviewed, considered
and deliberated on all aspects of the amalgamation, and considered
a fairness opinion from its financial advisor, Jennings Capital
Inc., which concluded that the amalgamation is fair to Torque's
shareholders from a financial point of view. In addition, all of
Torque's directors, including the abstaining director, have entered
into support agreements agreeing to vote their shares of Torque in
favour of the amalgamation.
Torque has set July 29, 2011 as the date for its annual and
special shareholder meeting to approve the amalgamation. In
addition to requiring shareholder approval, the amalgamation is
conditional upon a number of other conditions including receipt of
approval from the TSX Venture Exchange. The proxy material for such
meeting, copies of the amalgamation and merger agreements and
information on electing the consideration to be received under the
amalgamation is being mailed to shareholders on July 6, 2011 and
available at Torque's website at www.torqueenergy.com and on SEDAR
at www.sedar.com.
About Torque Energy Inc.
Torque Energy Inc. is listed on the TSX Venture Exchange under
the symbol "TQE" and is engaged in oil and gas operations in
Ontario and Alberta. For more information, visit
www.torqueenergy.com.
About Dundee Energy Limited
Dundee Energy Limited is listed on the Toronto Stock Exchange
under the symbol "DEN" and is engaged in oil and natural gas
operations in Ontario and indirectly in the development of a major
underground storage facility off the east coast of Spain. For more
information, visit www.eurogascorp.com.
Cautionary Statement on Forward-Looking Information
Certain information set forth in this news release, including
management's assessment of Torque's future plans and operations,
contains forward-looking statements. Forward-looking statements are
statements that are predictive in nature, depend upon or refer to
future events or conditions or include words such as "expects",
"anticipates", "intends", "plans", "believes", "estimates" or
similar expressions. By their nature, forward-looking statements
are subject to numerous risks and uncertainties, some of which are
beyond Torque's control, including the impact of general economic
conditions, industry conditions, volatility of commodity prices,
currency fluctuations, imprecision of reserve estimates,
environmental risks, competition from other industry participants,
the lack of availability of qualified personnel or management,
stock market volatility and ability to access sufficient capital
from internal and external sources. 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 statements. Torque's actual results, performance or
achievement could differ materially from those expressed in, or
implied by, these forward-looking statements and, accordingly, no
assurance can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of
them do so, what benefits Torque will derive from them. Torque
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor the Investment Industry
Regulatory Organization of Canada accepts responsibility for the
adequacy or accuracy of this release.
Contacts: Torque Energy Inc. Brian E. Bayley President & CEO
604.689.1428 604.681.4692 (FAX) Torque Energy Inc. David C. Nelms
Chief Financial Officer 519.433.7710 519.433.7588 (FAX)
Torque Energy Com (TSXV:TQE)
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