|By Marketwired .||
|September 24, 2007 02:12 PM EDT||
CALGARY, ALBERTA -- (MARKET WIRE) -- 09/24/07 -- PrimeWest Energy Trust (TSX: PWI.UN) (TSX: PWX) (TSX: PWI.DB.A) (TSX: PWI.DB.B) (TSX: PWI.DB.C) (NYSE: PWI) ("PrimeWest" or the "Trust") is pleased to announce that it has entered into an agreement (the "Arrangement Agreement") with 1350849 Alberta Ltd. ("Purchaser") and TAQA North Ltd. ("TAQA North"), both of which are wholly-owned subsidiaries of Abu Dhabi National Energy Company PJSC ("TAQA"). The Arrangement Agreement provides for the acquisition by Purchaser of all of the issued and outstanding trust units of PrimeWest (the "Units") and all of the issued and outstanding exchangeable shares (the "Exchangeable Shares") of PrimeWest Energy Inc. for a cash consideration of C$26.75 per Unit, all pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The cash consideration payable for the Exchangeable Shares will be calculated on the basis of the exchange ratio in effect at the time the transaction is completed.
Using a Canadian to U.S. dollar exchange rate of 1.00, this cash consideration equates to US$26.75 per Unit. The actual U.S. dollar equivalent cash price per Unit will be based upon the Canadian to U.S. dollar exchange rate on the effective date of the Arrangement.
The aggregate value of the Arrangement, including the debt carried by PrimeWest and its subsidiaries, is approximately C$5.0 billion on a fully diluted basis. The consideration per Unit pursuant to the Arrangement Agreement represents a 26.5% premium over the 30 day weighted average trading price of the Units on the Toronto Stock Exchange up to and including September 21, 2007.
"We are pleased to announce that Purchaser and TAQA North have entered into an agreement for Purchaser to acquire the PrimeWest Units and Exchangeable Shares at a price that delivers substantial value to our investors. PrimeWest has built a high quality asset base with a large portfolio of development opportunities. This investment by Purchaser will result in ongoing development and growth of the asset base," stated Don Garner, President and CEO of PrimeWest.
The Arrangement Agreement also permits PrimeWest to maintain its current monthly distribution at an amount not greater than C$0.25 per Unit payable in each of the months of October and November 2007. Therefore, if the effective date of the Arrangement occurs in November, the final distribution to Unitholders will be paid on November 15, 2007. However, if the Unitholder meeting is held on or before November 30, 2007 and the effective date of the Arrangement is delayed beyond the third business day of the following month, the Arrangement Agreement permits PrimeWest to continue to pay monthly distributions. If PrimeWest is permitted to pay distributions after November, the distribution amount will be set at the discretion of the Board of Directors of PrimeWest but will not exceed $0.25 per Unit per month.
Complete details of the terms of the Arrangement are set out in the Arrangement Agreement which will be filed by PrimeWest on SEDAR and EDGAR and will be available for viewing under PrimeWest's profile on www.sedar.com and on www.sec.gov/edgar.shtml.
PrimeWest is suspending the operation of its premium distribution, distribution reinvestment and optional trust purchase plan with respect to any distribution on the Units occurring after October 15, 2007.
The Arrangement is subject to court and regulatory approval and other conditions that are typical of transactions of this nature, including the approval by the holders of at least 66 2/3% of the Units, Exchangeable Shares and unit appreciation rights, voting together as a single class, represented in person or by proxy at the Unitholder meeting.
An information circular regarding the Arrangement is expected to be mailed to securityholders in late October 2007 for a meeting expected to take place in late November, with completion of the Arrangement anticipated shortly thereafter.
In accordance with the terms of the indenture governing PrimeWest's convertible debentures, Purchaser will make an offer to purchase all outstanding debentures for a cash consideration equal to 101% of the face value thereof, plus accrued and unpaid interest, within 30 days following the effective date of the Arrangement.
Recommendation of the Board of Directors
The Board of Directors of PrimeWest Energy Inc. has unanimously approved the Arrangement and based, in part, on the fairness opinion from PrimeWest's financial advisor discussed below, determined that the Arrangement is in the best interests of PrimeWest and the holders of its Units and Exchangeable Shares and is fair from a financial point of view to such holders. Therefore, the Board has resolved to recommend that such holders vote their respective securities in favour of the Arrangement. Each member of the Board of Directors of PrimeWest Energy Inc. has indicated his intention to vote his Units and Exchangeable Shares in favour of the Arrangement.
Under the Arrangement Agreement, PrimeWest has agreed that it will not solicit, initiate, or encourage any discussions concerning the sale of material assets or any other business combination and that it will provide Purchaser with an opportunity to match competing, unsolicited proposals for a period of 48 hours. The Arrangement Agreement also provides that PrimeWest shall pay a non-completion fee of C$75 million to Purchaser if the Arrangement is not completed in certain circumstances.
Financial and Legal Advisors
CIBC World Markets Inc. is acting as sole financial advisor to PrimeWest with respect to the Arrangement and has provided the Board of Directors of PrimeWest Energy Inc. with an opinion regarding the proposed transaction. Subject to review of final documentation, this opinion indicates that the consideration to be received by the holders of Units and Exchangeable Shares of PrimeWest under the Arrangement is fair, from a financial point of view, to all of such securityholders. PrimeWest's Canadian legal advisors are Stikeman Elliott LLP and its US legal advisors are Paul, Weiss, Rifkind, Wharton & Garrison LLP.
TD Securities Inc. is acting as exclusive financial advisor to TAQA and TAQA North in the transaction. Purchaser's, TAQA North's and TAQA's legal advisors are Heenan Blaikie LLP and Latham & Watkins LLP.
PrimeWest is a Calgary-based conventional oil and gas royalty trust that actively acquires, develops, produces and sells natural gas, crude oil and natural gas liquids for the generation of monthly cash distributions to Unitholders. Trust Units of PrimeWest trade on the Toronto Stock Exchange (TSX) under the symbol "PWI.UN" and on the New York Stock Exchange under the symbol "PWI". Exchangeable Shares of PrimeWest Energy Inc. trade on the TSX under the symbol "PWX". Series I Convertible Debentures of PrimeWest trade on the TSX under the symbol "PWI.DB.A", Series II Convertible Debentures trade on the TSX under the symbol "PWI.DB.B" and Series III Convertible Debentures trade on the TSX under the symbol "PWI.DB.C".
To learn more about PrimeWest, please visit our website at www.primewestenergy.com.
About TAQA North and TAQA
TAQA North (formerly Northrock Resources Limited) is a wholly-owned subsidiary of Abu Dhabi National Energy Company PJSC ("TAQA"), a publicly listed company on the Abu Dhabi Securities Market (ADSM: TAQA). TAQA North is a Calgary-based oil and gas exploration company with operations in Northern Alberta and British Columbia; West Central and Southern Alberta; Southwest Saskatchewan; Southeast Saskatchewan; and the Northwest Territories. TAQA North was acquired by TAQA in August 2007 from Pogo Producing Company for a total purchase price of US$2 billion. TAQA is a major global energy company with strategic and financing investment opportunities in oil & gas, power, water and infrastructure across the Middle East, India, Europe and North Africa. TAQA focuses on upstream (oil & gas exploration & production), midstream (pipeline, gas storage and LNG) and downstream (power generation). The rating agencies Moody Investor Services and Standard & Poor's have assigned long-term senior unsecured debt ratings of Aa2 and AA- respectively to TAQA.
To learn more about TAQA, please visit their website at www.taqa.ae.
All information in this press release relating to TAQA and its subsidiaries was provided by TAQA or has been derived from publicly available sources.
PrimeWest will file on SEDAR and EDGAR the information circular, to be distributed to the PrimeWest securityholders in connection with their consideration of and vote on the proposed transaction, along with all other relevant documents concerning the proposed transaction. PrimeWest securityholders are urged to read the information circular and the other relevant documents filed on SEDAR and EDGAR when they become available, as well as any amendments or supplements to those documents, as they will contain important information.
Joint Conference Call
A joint conference call to discuss the Arrangement will be held on Monday, September 24th, 2007 at 12:00 Noon Mountain Daylight Time (2:00 PM Eastern). To participate in the conference, please call 1-800-633-8938. A recording of the call will be available from 2:30 PM Eastern on September 24th, 2007 until October 24th, 2007 by calling 1-800-558-5253 (in the Toronto area (416) 626-4100) and entering reservation number 21350676, followed by the number sign.
This document contains forward-looking statements. These statements relate to future events or performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "intend", "could", "might", "should", "believe", "would" and similar expressions. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond these parties' control, including the impact of general economic conditions, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, volatility of commodity prices, currency and interest rate fluctuations, imprecision of reserves estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility, ability to access sufficient capital from internal and external sources and geological, technical, drilling and processing challenges. 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. The 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 will be derived. PrimeWest disclaims any intention or obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities offered have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered for sale in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.
PrimeWest Energy Trust
Manager, Investor Relations
(403) 699-7367 or Toll Free: 1-877-968-7878
PrimeWest Energy Trust
Investor Relations Advisor
(403) 699-7464 or Toll Free: 1-877-968-7878
Email: [email protected]
SYS-CON Events announced today that Creative Business Solutions will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Creative Business Solutions is the top stocking authorized HP Renew Distributor in the U.S. Based out of Long Island, NY, Creative Business Solutions offers a one-stop shop for a diverse range of products including Proliant, Blade and Industry Standard Servers, Networking, Server Options and...
Apr. 1, 2015 01:30 AM EDT Reads: 3,947
SYS-CON Events announced today that the DevOps Institute has been named “Association Sponsor” of SYS-CON's DevOps Summit, which will take place on June 9–11, 2015, at the Javits Center in New York City, NY. The DevOps Institute provides enterprise level training and certification. Working with thought leaders from the DevOps community, the IT Service Management field and the IT training market, the DevOps Institute is setting the standard in quality for DevOps education and training.
Mar. 31, 2015 11:30 PM EDT Reads: 1,320
SYS-CON Events announced today that robomq.io will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. robomq.io is an interoperable and composable platform that connects any device to any application. It helps systems integrators and the solution providers build new and innovative products and service for industries requiring monitoring or intelligence from devices and sensors.
Mar. 31, 2015 06:00 PM EDT Reads: 1,596
Today, IT is not just a cost center. IT is an enabler and driver of business. With the emergence of the hybrid cloud paradigm, IT now has increasingly more capabilities to create new strategic opportunities for a business. Hybrid cloud allows an organization to utilize multi-tenant public clouds, dedicated private clouds, bare metal hosting, and the associated support and services for the right use cases through an on-demand, XaaS model. This model of IT creates tremendous opportunities for busi...
Mar. 31, 2015 05:00 PM EDT Reads: 3,435
Business as usual for IT is evolving into a “Make or Buy” decision on a service-by-service conversation with input from the LOBs. How does your organization move forward with cloud? In his general session at 16th Cloud Expo, Paul Maravei, Regional Sales Manager, Hybrid Cloud and Managed Services at Cisco, discusses how Cisco and its partners offer a market-leading portfolio and ecosystem of cloud infrastructure and application services that allow you to uniquely and securely combine cloud busi...
Mar. 31, 2015 04:15 PM EDT Reads: 1,598
Internet of Things (IoT) will be a hybrid ecosystem of diverse devices and sensors collaborating with operational and enterprise systems to create the next big application. In their session at @ThingsExpo, Bramh Gupta, founder and CEO of robomq.io, and Fred Yatzeck, principal architect leading product development at robomq.io, will discuss how choosing the right middleware and integration strategy from the get-go will enable IoT solution developers to adapt and grow with the industry, while at...
Mar. 31, 2015 04:00 PM EDT Reads: 593
Businesses are looking to empower employees and departments to do more, go faster, and streamline their processes. For all workers – but mobile workers especially – utilizing the cloud to reconnect documents and improve processes without destructing existing workflows can have a dramatic impact on productivity. In his session at 16th Cloud Expo, Mark Grilli, vice president of Acrobat Solutions marketing at Adobe Systems Incorporated, will outline new ways that the cloud is changing the way peo...
Mar. 31, 2015 04:00 PM EDT Reads: 1,421
One of the hottest areas in cloud right now is DRaaS and related offerings. In his session at 16th Cloud Expo, Dale Levesque, Disaster Recovery Product Manager with Windstream's Cloud and Data Center Marketing team, will discuss the benefits of the cloud model, which far outweigh the traditional approach, and how enterprises need to ensure that their needs are properly being met.
Mar. 31, 2015 03:59 PM EDT Reads: 575
SYS-CON Events announced today that Solgenia will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Solgenia is the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions. Designed to “Bridge the Gap” between Personal and Professional S...
Mar. 31, 2015 03:00 PM EDT Reads: 3,029
WSM International has launched a DevOps services division that offers assessment, consulting and implementation to large enterprises and organizations with complex infrastructures. The concept of DevOps is to blend information technology (IT) software development with operations to optimize the computing infrastructure according to the specific needs of the organization. According to a recent press release from Gartner, "By 2016, DevOps will evolve from a niche strategy employed by large cloud ...
Mar. 31, 2015 03:00 PM EDT Reads: 1,437
SYS-CON Events announced today that QTS Realty Trust, one of the nation’s largest and fastest-growing providers of data center facilities and cloud services and a leader in security and compliance, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. QTS Realty Trust, Inc. (NYSE: QTS) is a leading national provider of data center solutions and fully managed services, and a leader in security and compliance...
Mar. 31, 2015 03:00 PM EDT Reads: 1,379
SYS-CON Events announced today that WSM International (WSM), the world’s leading cloud and server migration services provider, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. WSM is a solutions integrator with a core focus on cloud and server migration, transformation and DevOps services.
Mar. 31, 2015 03:00 PM EDT Reads: 1,417
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY., and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MangoApps provides private all-in-one social intranets allowing workers to securely collaborate from anywhere in the world and from any device. Social, mobile, and eas...
Mar. 31, 2015 03:00 PM EDT Reads: 3,209
With the arrival of the Big Data revolution, a data professional is expected to master a broad spectrum of complex domains including data processing, mathematics, programming languages, machine learning techniques, and business knowledge. While this mastery is undoubtedly important, this narrow focus on tool usage has divorced many from the imagination required to solve real-world problems. As the demand for analysis increases, the data science community must transform from tool experts to "data...
Mar. 31, 2015 03:00 PM EDT Reads: 686
Sematext is a globally distributed organization that builds innovative Cloud and On Premises solutions for performance monitoring, alerting and anomaly detection (SPM), log management and analytics (Logsene), and search analytics (SSA). We also provide Search and Big Data consulting services and offer 24/7 production support for Solr and Elasticsearch.
Mar. 31, 2015 02:15 PM EDT Reads: 1,598
The speed of software changes in growing and large scale rapid-paced DevOps environments presents a challenge for continuous testing. Many organizations struggle to get this right. Practices that work for small scale continuous testing may not be sufficient as the requirements grow. In his session at DevOps Summit, Marc Hornbeek, Sr. Solutions Architect of DevOps continuous test solutions at Spirent Communications, will explain the best practices of continuous testing at high scale, which is r...
Mar. 31, 2015 02:00 PM EDT Reads: 2,070
SYS-CON Events announced today that Emcien will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Emcien’s vision is to let anyone use data to know the future. Emcien has built an automated, predictive analysis product that improves the lives of real people. Emcien allows people to automate their data analysis so they can build a better future.
Mar. 31, 2015 02:00 PM EDT Reads: 646
Hosted PaaS providers have given independent developers and startups huge advantages in efficiency and reduced time-to-market over their more process-bound counterparts in enterprises. Software frameworks are now available that allow enterprise IT departments to provide these same advantages for developers in their own organization. In his workshop session at DevOps Summit, Troy Topnik, ActiveState’s Technical Product Manager, will show how on-prem or cloud-hosted Private PaaS can enable organ...
Mar. 31, 2015 12:00 PM EDT Reads: 1,402
SYS-CON Events announced today that Litmus Automation will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Litmus Automation’s vision is to provide a solution for companies that are in a rush to embrace the disruptive Internet of Things technology and leverage it for real business challenges. Litmus Automation simplifies the complexity of connected devices applications with Loop, a secure and scalable clou...
Mar. 31, 2015 12:00 PM EDT Reads: 643
The world's leading Cloud event, Cloud Expo has launched Microservices Journal on the SYS-CON.com portal, featuring over 19,000 original articles, news stories, features, and blog entries. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. Microservices Journal offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. Follow new article posts on T...
Mar. 31, 2015 12:00 PM EDT Reads: 1,566