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Laricina Energy Ltd. Announces Acquisition by Canadian Natural Resources Limited

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Laricina Energy Ltd. Announces Acquisition by Canadian Natural Resources Limited

Canada NewsWire

CALGARY, July 26, 2018 /CNW/ - Laricina Energy Ltd. ("Laricina" or the "Company") is pleased to announce that it has entered into a pre-acquisition agreement ("Agreement") with Canadian Natural Resources Limited ("Canadian Natural") pursuant to which Canadian Natural has agreed to make an offer to shareholders of Laricina to purchase all of the issued and outstanding common shares of the Company (the "Common Shares") for $0.0815 per share (the "Offer").

The Offer is the result of the extensive formal strategic alternative process launched by the Company in February of this year. Laricina engaged Peters & Co. Limited ("Peters & Co.") as its financial advisor to advise the Company in connection with the strategic alternative process.

Laricina has also entered into a third supplemental indenture ("Third Supplement") pursuant to which the change of control payment for the Company's issued and outstanding 12.5% senior secured notes, as described in the indenture (collectively, the "Notes") has been waived in respect of transactions resulting from the strategic alternative process that meet certain requirements, including the Offer. 

All dollar amounts are in Canadian Dollars unless otherwise noted.

HIGHLIGHTS

  • The Offer is for cash consideration of $0.0815 per Common Share for all of the issued and outstanding Common Shares.

  • The Offer has been unanimously recommended by the board of directors of Laricina (the "Directors").

  • The Offer is not subject to any financing condition.

  • Canadian Natural is a senior oil and natural gas producer and is not an existing shareholder of Laricina.

  • The initial deposit period will remain open for at least 35 days following commencement of the Offer.

  • Canadian Natural has agreed to satisfy all indebtedness under the Notes up to a maximum amount of $48,000,000.

  • CPPIB Credit Investment Inc., and CPP Investment Board (USRE II) Inc. (together, the "CPPIB Shareholders") have entered into pre-tender agreements with Canadian Natural to tender their Common Shares to the Offer.

FURTHER INFORMATION

The Offer is to be completed by way of a takeover bid under applicable Canadian securities laws pursuant to which Canadian Natural will offer to purchase all the issued and outstanding Common Shares of Laricina for cash consideration of $0.0815 per Common Share. 

Board of Directors Recommendation

The Directors consider the terms of the Offer to be fair and reasonable and in the best interests of Laricina and its shareholders and, accordingly, unanimously recommend that the shareholders of Laricina accept and tender their Common Shares to the Offer.

The determination of the Directors was made after receiving legal advice and upon careful and thoughtful review of the Offer and consideration of the advice given by Peters & Co., in its capacity as financial advisor to Laricina in respect of the Offer. Peters & Co. has provided the Directors with its verbal opinion that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by holders of Common Shares pursuant to the terms of the Offer is fair, from a financial point of view, to the holders of Common Shares.

The CPPIB Shareholders have entered into pre-tender agreements with Canadian Natural (together, the "Pre-Tender Agreements") under which the CPPIB Shareholders have agreed to tender their beneficial shareholdings in the Company to the Offer, which, in the aggregate, represent approximately 88.6% of the issued and outstanding Common Shares. The Pre-Tender Agreements are subject to customary termination provisions and will terminate automatically if the Agreement is terminated.

Transaction Process & Timeline

Further details regarding the terms and conditions of the Offer, as provided for in the Agreement, and the process for tendering Common Shares will be set out in a takeover bid circular, which is expected to be mailed to shareholders on or about August 8, 2018.  The tendering process will remain open for a period of at least 35 days following commencement of the Offer. The Directors' circular is expected to be mailed concurrently with the takeover bid circular.

Take up and payment for the Common Shares is subject to a minimum tender condition that requires at least 90% of the Common Shares to be deposited and not withdrawn pursuant to the Offer (the "Minimum Condition"). If the Minimum Condition is satisfied, both parties shall use reasonable commercial to ensure Canadian Natural acquires the balance of the Common Shares, by way of compulsory acquisition in accordance with applicable corporate laws, as soon as practicable after completion of the Offer.

The transaction is subject to customary closing conditions, including all necessary regulatory approvals. 

The Offer is not subject to any financing condition. As is customary, Canadian Natural has confirmed that it has sufficient funds available to make the Offer and to purchase all of the Common Shares deposited pursuant to the Offer and to pay all related fees and expenses, as required by securities laws or otherwise in connection with the transactions contemplated by the Agreement.

The Agreement provides for, amongst other things, a customary Directors support condition, a non-solicitation covenant in respect of any competing offers from third parties, a customary "fiduciary out" provision that entitles the Directors to support a superior proposal for the Company's outstanding Common Shares, a "right to match" in favour of Canadian Natural and a provision which provides for the payment by Laricina to Canadian Natural of a break fee of $2.1 million in the event that the Agreement terminates under certain circumstances.

Concurrent with the Offer, and on the date the Common Shares are taken-up by Canadian Natural, Canadian Natural has agreed to satisfy all obligations and indebtedness under the Notes up to a maximum amount of $48,000,000.

Copies of the Agreement and, once mailed, the takeover bid circular and the Directors' circular will be posted on the Company's website.

This news release is considered a "deposit period news release" for the purposes of National Instrument 62-104 - Take-over Bids and Issuer Bids.

Advisors

Peters & Co. is acting as independent financial advisor to Laricina in respect of the Offer. Blake, Cassels & Graydon LLP is acting as the Company's legal counsel and Borden Ladner Gervais LLP is acting as counsel to the independent directors of the Company.

ABOUT LARICINA

Laricina a Calgary-based private development-stage oil sands corporation focused on the acquisition, development and commercialization of in situ hydrocarbon resources in Canada's Athabasca oil sands region. A small complement of employees and consultants are continuing the business of the Company under a scaled-back business plan with an emphasis on cost control.

ABOUT CANADIAN NATURAL

Canadian Natural is a senior oil and natural gas producer, with continuing operations in its core areas located in Western Canada, the U.K. portion of the North Sea and Offshore Africa.

FORWARD-LOOKING STATEMENTS

This announcement does contain, in addition to historical information, certain forward-looking statements including, but not limited to, matters relating to the making of, anticipated completion and timing of the Offer. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Laricina to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements, including the risk that all conditions of the Offer will not be satisfied and the Offer will not be completed. Many of these risks and uncertainties relate to factors that are beyond Laricina's ability or control, such as future market conditions, changes in laws and regulatory environment, determinations made by Canadian Natural, the behaviour of other market participants and the failure to satisfy the conditions to the mailing or completion of the Offer (including the Minimum Condition and receiving any required regulatory approvals). Laricina cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Laricina 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 applicable law.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Such an offer may only be made pursuant to the Offer by Canadian Natural and takeover bid circular filed with the applicable Canadian securities regulators and pursuant to registration or qualification under the securities laws of any other applicable jurisdiction. The distribution of this press release in or into certain jurisdictions may be restricted by law and therefore persons into whose possession this press release comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This material is not a substitute for the Offer and takeover bid circular or the Directors' circular which will be filed with the applicable Canadian securities regulators regarding the proposed transaction or for any other document which Laricina or Canadian Natural may file with securities regulators and send to Laricina shareholders in connection with the proposed transaction. SECURITY HOLDERS OF LARICINA ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

SOURCE Laricina Energy Ltd.

View original content: http://www.newswire.ca/en/releases/archive/July2018/26/c4280.html

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