|By Marketwired .||
|December 17, 2012 06:28 PM EST||
CALGARY, ALBERTA -- (Marketwire) -- 12/17/12 -- Petrobank Energy and Resources Ltd. (TSX:PBG) is pleased to announce that our previously proposed reorganization with our 56% owned subsidiary, PetroBakken Energy Ltd. (TSX:PBN), which will result in Petrobank shareholders effectively receiving Petrobank's share holdings in PetroBakken while maintaining their interest in the remaining Petrobank assets (the "Reorganization"), has been approved by the shareholders of each of Petrobank and PetroBakken. We will seek final approval of the Court of Queen's Bench of Alberta on Tuesday, December 18, 2012 and anticipate that the Arrangement will be made effective on December 31, 2012 (the "Effective Date").
The Reorganization will result in a newly incorporated company ("New Petrobank") acquiring all of the assets and liabilities of Petrobank, other than its PetroBakken common shares. Upon completion of the Reorganization, each Petrobank share will entitle the holder thereof to one share of New Petrobank, which will own and operate Petrobank's existing Heavy Oil Business, and a number of PetroBakken shares to be determined by dividing the number of PetroBakken shares owned by Petrobank on December 31, 2012 by the number of Petrobank shares outstanding (the Exchange Ratio"). As of the date of this press release, Petrobank owns 107.855 million PetroBakken shares (including the shares received today through our participation in PetroBakken's dividend reinvestment plan) and has 96.615 million basic shares outstanding, which would result in an Exchange Ratio of 1.116. The final Exchange Ratio will be impacted by the number of Petrobank shares issued prior to December 31, 2012 pursuant to the exercise of share based compensation. Based on the closing price of the Petrobank shares on December 17, 2012, the Exchange Ratio would be 1.101 on the Effective Date.
Following the Reorganization, New Petrobank will continue to own the Heavy Oil Business, including cash anticipated to be in excess of $90 million. Given our cash position and the current trading price of the PetroBakken shares, we have elected to receive the PetroBakken December dividend, payable in January 2013, in PetroBakken shares pursuant to PetroBakken's dividend reinvestment program. These PetroBakken shares will be held by New Petrobank for investment purposes and may be sold at a later date. Petrobank shareholders at the Effective Date who retain the PetroBakken shares received pursuant to the Reorganization will qualify for PetroBakken's January 2013 dividend, payable in mid-February, and may participate in PetroBakken's share dividend program, as further described below.
Petrobank has received confirmation from the Toronto Stock Exchange (the "TSX") that our existing Normal Course Issuer Bid ("NCIB") will continue to be available to New Petrobank following the Reorganization. Our existing NCIB allows us to repurchase up to 7,784,304 of our common shares for cancellation until September 13, 2013. Petrobank has already purchased 3,466,700 common shares to date under this NCIB, resulting in an additional 4,317,604 common shares available for repurchase. Petrobank may not purchase more than 113,821 common shares on any trading day, subject to certain block trade exemptions. We have cancelled our previous automatic share purchase plan and may continue to make repurchases from time to time depending on market conditions.
Petrobank shareholders of record as of the Effective Date will be entitled to receive the PetroBakken Shares to be distributed pursuant to the Reorganization. In addition, the TSX has determined that due bill trading procedures will be used in connection with the distribution of the PetroBakken shares to the Petrobank shareholders pursuant to the Reorganization. As a result of the use of due bills, purchasers of Petrobank Shares on the TSX in the period from December 27, 2012 to December 31, 2012 (the "Due Bill Period") will be entitled to receive the PetroBakken shares notwithstanding that such purchases will not settle until after December 31, 2012. Any trades that are executed during the Due Bill Period will be automatically flagged to ensure that such purchasers receive the entitlement to the PetroBakken shares and the sellers do not. The due bills will be redeemed on January 4, 2013 once all trades with attached due bills entered into up to the end of the Due Bill Period have settled. As a result of the use of due bills, all trades in Petrobank shares up to and including December 31, 2012 should include the value of the PetroBakken shares distributable to a Petrobank shareholder pursuant to the Reorganization.
The ex-distribution date for the entitlement to receive the PetroBakken shares pursuant to the Reorganization will be January 2, 2012. Accordingly, any trades in Petrobank shares made on or after January 2, 2012 will not include the right to receive the PetroBakken shares to be distributed pursuant to the Reorganization.
The Reorganization is expected to be non-taxable to Petrobank and PetroBakken as well as Canadian resident shareholders of Petrobank. Canadian resident shareholders of Petrobank will split their existing adjusted cost base ("ACB") between New Petrobank and PetroBakken. The fair market value of the New Petrobank shares received will form the ACB of New Petrobank. The ACB of Petrobank less the ACB of New Petrobank will form the ACB of the PetroBakken shares received. Existing shareholders of PetroBakken will not have any ACB adjustments and will not incur any tax liability from the Reorganization.
For U.S. shareholders of Petrobank, this transaction will be treated as a taxable dividend according to U.S. tax laws. It is expected that the dividend will be based on the fair market value of the New Petrobank shares received and will be considered a "qualified dividend" for U.S. tax purposes, subject to the reduced tax rates applicable to long-term capital gains for individuals, provided shareholders meet the holding-period requirements. It is further anticipated that the dividend will be deemed to have been received on December 31, 2012, at which time registered holders of Petrobank shares will become registered holders of New Petrobank shares, notwithstanding that the New Petrobank shares may not be received in the accounts of beneficial shareholders until January 2013. Tax information has been published on the websites of both Petrobank and PetroBakken and further information regarding the estimated fair market value of the New Petrobank shares will be posted in January; however shareholders are encouraged to seek the advice of their own tax professionals.
PetroBakken Share Dividend Program
Concurrent with the Reorganization, PetroBakken has adopted a share dividend program ("SDP"). PetroBakken currently has a dividend reinvestment plan in place that is available only to Canadian PetroBakken shareholders, and PetroBakken intends to phase out the dividend reinvestment plan with a share dividend program that would generally be available to most PetroBakken shareholders. Although PetroBakken expects that the SDP will ultimately replace the dividend reinvestment plan, the dividend reinvestment plan will remain in place for a transition period following the implementation of the share dividend program to allow registered and beneficial shareholders to enroll in the share dividend program.
PetroBakken shareholders participating in the SDP can elect to receive share dividends on all or some of their shares. Anticipated benefits of participation in the SDP include:
-- Dividends will be paid in the form of shares to those shareholders who elect to participate in the SDP at 95% of the weighted average market price calculated 5 days before the payment date. -- Participation in the SDP is not expected to generate dividend income for Canadian PetroBakken shareholders holding their shares in taxable accounts. Shares issued under the SDP are expected to have a nominal cost for Canadian tax purposes and, as a result, receipt of stock dividends under the SDP will effectively result in a downward adjustment to the shareholder's cost base and would be taxed as a capital gain or loss upon the eventual sale of the shares. In addition, Canadian PetroBakken shareholders participating in the SDP may also benefit if the tax rate on capital gains is lower than the tax rate on dividend income applicable to their individual circumstances. -- Non-Canadian shareholders holding PetroBakken shares in a taxable account who elect to participate in the SDP are not expected to be subject to Canadian withholding taxes that typically range from 15% - 25% on dividends paid by PetroBakken. Therefore the number of shares received under the SDP will reflect the entire amount of the stock dividend. -- Shareholders with tax-deferred accounts are not expected to be impacted.
All shareholders are advised to consult their own tax advisors regarding the tax consequences to them of receiving cash or share dividends on their PetroBakken shares. For more details discussing the potential tax consequences of the SDP, please refer to PetroBakken and Petrobank's Joint Management Information Circular dated November 16, 2012 filed on SEDAR and available on our website at http://www.petrobank.com.
Shareholders wishing to participate in the SDP with respect to the PetroBakken shares received pursuant to the Reorganization should contact their broker or intermediary or, in the case of registered shareholders, contact PetroBakken's transfer agent, Olympia Trust Company. Further information in respect of the SDP, as well as the necessary enrolment forms, will be available prior to year end on PetroBakken's website at www.petrobakken.com.
Petrobank Energy and Resources Ltd. is a Calgary-based oil and natural gas exploration and production company with operations in western Canada. The Company currently operates high-impact projects through two business units and a technology subsidiary. Petrobank's 56% currently owned TSX- listed subsidiary, PetroBakken Energy Ltd. (TSX:PBN), is an oil and gas exploration and production company combining light oil Bakken and Cardium resource plays with conventional light oil assets. Whitesands Insitu Partnership, a partnership between Petrobank and its wholly-owned subsidiary Whitesands Insitu Inc., applies Petrobank's patented THAI® heavy oil recovery process in the field. THAI® is an evolutionary in-situ combustion technology for the recovery of bitumen and heavy oil. THAI® and CAPRI® are registered trademarks of Archon Technologies Ltd., a wholly-owned subsidiary of Petrobank Energy and Resources Ltd., for specialized methods for recovery of oil from subterranean formations through in-situ combustion techniques and methodologies with or without upgrading catalysts. Used under license by Petrobank Energy and Resources Ltd.
Forward-Looking Statements. Certain information provided in this press release constitutes forward-looking statements. Specifically, this press release contains forward-looking statements relating to the terms of and timing for completion of the Reorganization, payment of future dividends, expected tax treatment of the Reorganization and the future business of Petrobank. Forward-looking statements are necessarily based upon assumptions and judgments with respect to the future including, but not limited to, the receipt of required regulatory approvals and satisfaction of other conditions to the Reorganization, the outlook for commodity markets and capital markets, the performance of producing wells and reservoirs, well development and operating performance, general economic and business conditions, weather, the regulatory and legal environment and other risks associated with oil and gas operations. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be incorrect. Actual results achieved during the forecast period will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. You can find a discussion of certain of those risks and uncertainties in our Canadian securities filings. Such factors include, but are not limited to: general economic, market and business conditions; fluctuations in oil prices; the results of exploration and development drilling, recompletions and related activities; timing and rig availability, outcome of exploration contract negotiations; fluctuation in foreign currency exchange rates; the uncertainty of reserve estimates; changes in environmental and other regulations; risks associated with oil and gas operations; risks associated with the receipt of regulatory approvals and the satisfaction of other conditions to the Reorganization, and other factors, many of which are beyond the control of Petrobank and PetroBakken. There is no representation by Petrobank or PetroBakken that actual results achieved during the forecast period will be the same in whole or in part as those forecast. Except as may be required by applicable securities laws, neither Petrobank nor PetroBakken assumes any obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.
Petrobank Energy & Resources Ltd.
John D. Wright
President and Chief Executive Officer
Petrobank Energy & Resources Ltd.
Chris J. Bloomer
Senior Vice President and Chief Operating Officer
Petrobank Energy & Resources Ltd.
Vice President Finance and Chief Financial Officer
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Jul. 28, 2016 12:49 PM EDT
"We're bringing out a new application monitoring system to the DevOps space. It manages large enterprise applications that are distributed throughout a node in many enterprises and we manage them as one collective," explained Kevin Barnes, President of eCube Systems, in this SYS-CON.tv interview at DevOps at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 28, 2016 12:45 PM EDT Reads: 1,773
Amazon has gradually rolled out parts of its IoT offerings in the last year, but these are just the tip of the iceberg. In addition to optimizing their back-end AWS offerings, Amazon is laying the ground work to be a major force in IoT – especially in the connected home and office. Amazon is extending its reach by building on its dominant Cloud IoT platform, its Dash Button strategy, recently announced Replenishment Services, the Echo/Alexa voice recognition control platform, the 6-7 strategic...
Jul. 28, 2016 12:30 PM EDT Reads: 558
The best-practices for building IoT applications with Go Code that attendees can use to build their own IoT applications. In his session at @ThingsExpo, Indraneel Mitra, Senior Solutions Architect & Technology Evangelist at Cognizant, provided valuable information and resources for both novice and experienced developers on how to get started with IoT and Golang in a day. He also provided information on how to use Intel Arduino Kit, Go Robotics API and AWS IoT stack to build an application tha...
Jul. 28, 2016 12:00 PM EDT Reads: 1,218
IoT generates lots of temporal data. But how do you unlock its value? You need to discover patterns that are repeatable in vast quantities of data, understand their meaning, and implement scalable monitoring across multiple data streams in order to monetize the discoveries and insights. Motif discovery and deep learning platforms are emerging to visualize sensor data, to search for patterns and to build application that can monitor real time streams efficiently. In his session at @ThingsExpo, ...
Jul. 28, 2016 11:15 AM EDT Reads: 1,132
Ovum, a leading technology analyst firm, has published an in-depth report, Ovum Decision Matrix: Selecting a DevOps Release Management Solution, 2016–17. The report focuses on the automation aspects of DevOps, Release Management and compares solutions from the leading vendors.
Jul. 28, 2016 11:00 AM EDT Reads: 1,787
Continuous testing helps bridge the gap between developing quickly and maintaining high quality products. But to implement continuous testing, CTOs must take a strategic approach to building a testing infrastructure and toolset that empowers their team to move fast. Download our guide to laying the groundwork for a scalable continuous testing strategy.
Jul. 28, 2016 11:00 AM EDT Reads: 2,047
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
Jul. 28, 2016 11:00 AM EDT Reads: 1,116
SYS-CON Events announced today that LeaseWeb USA, a cloud Infrastructure-as-a-Service (IaaS) provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LeaseWeb is one of the world's largest hosting brands. The company helps customers define, develop and deploy IT infrastructure tailored to their exact business needs, by combining various kinds cloud solutions.
Jul. 28, 2016 10:45 AM EDT Reads: 1,269
Choosing the right cloud for your workloads is a balancing act that can cost your organization time, money and aggravation - unless you get it right the first time. Economics, speed, performance, accessibility, administrative needs and security all play a vital role in dictating your approach to the cloud. Without knowing the right questions to ask, you could wind up paying for capacity you'll never need or underestimating the resources required to run your applications.
Jul. 28, 2016 10:45 AM EDT Reads: 567
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
Jul. 28, 2016 10:41 AM EDT Reads: 276
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Jul. 28, 2016 10:30 AM EDT Reads: 800
StackIQ has announced the release of Stacki 3.2. Stacki is an easy-to-use Linux server provisioning tool. Stacki 3.2 delivers new capabilities that simplify the automation and integration of site-specific requirements. StackIQ is the commercial entity behind this open source bare metal provisioning tool. Since the release of Stacki in June of 2015, the Stacki core team has been focused on making the Community Edition meet the needs of members of the community, adding features and value, while ...
Jul. 28, 2016 10:15 AM EDT Reads: 508
Big Data, cloud, analytics, contextual information, wearable tech, sensors, mobility, and WebRTC: together, these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at @ThingsExpo, Erik Perotti, Senior Manager of New Ventures on Plantronics’ Innovation team, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it ...
Jul. 28, 2016 10:00 AM EDT Reads: 275
SYS-CON Events announced today that Venafi, the Immune System for the Internet™ and the leading provider of Next Generation Trust Protection, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Venafi is the Immune System for the Internet™ that protects the foundation of all cybersecurity – cryptographic keys and digital certificates – so they can’t be misused by bad guys in attacks...
Jul. 28, 2016 09:30 AM EDT Reads: 1,404