Welcome!

News Feed Item

MGM Energy Corp. Enters Into Arrangement Agreement with Paramount Resources Ltd.

CALGARY, ALBERTA -- (Marketwired) -- 04/15/14 -- MGM Energy Corp. ("MGM Energy" or the "Company") (TSX:MGX) announced today that, further to its March 11, 2014 press release, it has entered into a formal arrangement agreement (the "Arrangement Agreement") with Paramount Resources Ltd. ("Paramount") (TSX:POU) whereby Paramount would acquire all of the common shares ("Common Shares") of MGM Energy not currently owned by Paramount.

Pursuant to the Arrangement Agreement, Paramount would acquire the Common Shares not owned by it pursuant to an arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the terms of the Arrangement, all shareholders of MGM Energy other than Paramount would receive one Class A Common Share of Paramount for every 300 Common Shares of MGM Energy.

The Board of Directors of MGM Energy (the "MGM Energy Board") formed a committee of independent directors (the "Independent Committee") to review and evaluate the terms of the proposal received from Paramount on March 10, 2014 (the "Proposal"), obtain and supervise the preparation of a formal valuation of the fair market value of the Common Shares, make a recommendation to the MGM Energy Board in respect of the Proposal and oversee the negotiation of the terms and conditions of the Arrangement Agreement and related matters with Paramount.

AltaCorp Capital Inc. ("AltaCorp") was retained by the Independent Committee to provide an independent formal valuation prepared in accordance with Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Prior to executing the Arrangement Agreement, the Independent Committee and the MGM Energy Board received from AltaCorp a formal valuation that was prepared under the supervision of the Independent Committee, and a fairness opinion that the consideration to be received by MGM Energy shareholders pursuant to the Arrangement is fair, from a financial point of view, to such shareholders. As required by MI 61-101, the detailed valuation and fairness opinion will be included in the meeting materials to be sent to the MGM Energy shareholders. The Independent Committee unanimously recommended to the MGM Energy Board that the Arrangement be approved. The MGM Energy Board (with interested directors abstaining), after receiving the report and the unanimous recommendation of the Independent Committee, has determined that the consideration to be received by MGM Energy shareholders pursuant to the Arrangement is fair to MGM Energy shareholders and that the Arrangement and entry into of the Arrangement Agreement are in the best interests of MGM Energy. Accordingly, the MGM Energy Board has unanimously approved the Arrangement and the Arrangement Agreement and resolved to recommend that MGM Energy shareholders vote in favour of the Arrangement.

All of the members of the MGM Energy Board and MGM Energy's executive officers, who collectively own directly or indirectly or exercise control or direction over approximately 33% of the outstanding Common Shares, have entered into support agreements with Paramount pursuant to which they have agreed to vote their Common Shares in favour of the Arrangement, subject to the provisions thereof.

The Arrangement is subject to shareholder and court approvals, including, the approval of at least 66 2/3% of the votes cast in person or by proxy at a special meeting of MGM Energy's shareholders, and the approval of the majority of the votes cast by shareholders excluding votes cast by shareholders that may not be included in determining if minority approval is obtained pursuant to MI 61-101. The special meeting of MGM Energy shareholders to consider the Arrangement is expected to be held by mid-June 2014 with an information circular in connection with the Arrangement expected to be mailed to MGM Energy shareholders in early May 2014. The issuance of the Paramount shares under the Arrangement also requires Toronto Stock Exchange ("TSX") approval. If the Arrangement is completed, all the Common Shares will be held by Paramount and will be de-listed from the TSX.

Under the Arrangement Agreement, Paramount has agreed that MGM Energy is permitted to seek alternative acquisition proposals up until three business days prior to the meeting of MGM Energy shareholders. As previously announced, MGM Energy has a data room available for parties who may be interested in potentially making an alternative acquisition proposal, and RBC Capital Markets has been assisting, and will continue to assist, MGM Energy in its search for such proposals. MGM Energy and Paramount have agreed that MGM Energy would reimburse Paramount for all reasonable out-of -pocket expenses incurred by Paramount related to the Arrangement up to an aggregate maximum of $400,000 should an alternative transaction be pursued. Both Paramount and Clayton Riddell, who together own or control approximately 46% of the Common Shares, have indicated to the MGM Energy Board that they would be willing to sell their shares under an alternative transaction that was considered superior to the Arrangement. In addition, the support agreements entered into with Paramount by the MGM Energy Board and executive officers will terminate, together with the Arrangement Agreement, if the MGM Energy Board decides to pursue an alternative transaction.

Each of the Arrangement Agreement and the AltaCorp formal valuation will be filed shortly on www.SEDAR.com under the Company's profile.

MGM Energy is a Canadian oil and natural gas exploration and development company active in Northern Canada. MGM Energy's common shares are listed on the Toronto Stock Exchange under the symbol "MGX".

This document contains "forward-looking statements" including anticipated timing of various matters relating to the completion of the transactions contemplated by the Arrangement Agreement. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks associated with the completion of the transactions contemplated by the Arrangement Agreement and the timing and receipt of required shareholder, court, regulatory and other approvals and satisfaction of conditions to the Arrangement as well as developments under the search for alternative acquisition proposals. The forward-looking statements contained herein are made at the date of this document and the Company does not undertake any obligation to update publicly or revise any of the forward-looking statements contained in this document, whether as a result of new information, future event or otherwise, except as required by applicable securities laws.

Contacts:
MGM Energy Corp.
Henry Sykes, President
Phone: (403) 781-7800
Fax: (403) 781-7801

MGM Energy Corp.
Rick Miller, Chief Financial Officer
Phone: (403) 781-7800
Fax: (403) 781-7801

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Amazon is pursuing new markets and disrupting industries at an incredible pace. Almost every industry seems to be in its crosshairs. Companies and industries that once thought they were safe are now worried about being “Amazoned.”. The new watch word should be “Be afraid. Be very afraid.” In his session 21st Cloud Expo, Chris Kocher, a co-founder of Grey Heron, will address questions such as: What new areas is Amazon disrupting? How are they doing this? Where are they likely to go? What are th...
We all know that end users experience the Internet primarily with mobile devices. From an app development perspective, we know that successfully responding to the needs of mobile customers depends on rapid DevOps – failing fast, in short, until the right solution evolves in your customers' relationship to your business. Whether you’re decomposing an SOA monolith, or developing a new application cloud natively, it’s not a question of using microservices – not doing so will be a path to eventual b...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
Infoblox delivers Actionable Network Intelligence to enterprise, government, and service provider customers around the world. They are the industry leader in DNS, DHCP, and IP address management, the category known as DDI. We empower thousands of organizations to control and secure their networks from the core-enabling them to increase efficiency and visibility, improve customer service, and meet compliance requirements.
In his session at 21st Cloud Expo, Michael Burley, a Senior Business Development Executive in IT Services at NetApp, will describe how NetApp designed a three-year program of work to migrate 25PB of a major telco's enterprise data to a new STaaS platform, and then secured a long-term contract to manage and operate the platform. This significant program blended the best of NetApp’s solutions and services capabilities to enable this telco’s successful adoption of private cloud storage and launchi...
In his general session at 21st Cloud Expo, Greg Dumas, Calligo’s Vice President and G.M. of US operations, will go over the new Global Data Protection Regulation and how Calligo can help business stay compliant in digitally globalized world. Greg Dumas is Calligo's Vice President and G.M. of US operations. Calligo is an established service provider that provides an innovative platform for trusted cloud solutions. Calligo’s customers are typically most concerned about GDPR compliance, applicatio...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
Join IBM November 1 at 21st Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Cognitive analysis impacts today’s systems with unparalleled ability that were previously available only to manned, back-end operations. Thanks to cloud processing, IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Imagine a robot vacuum that becomes your personal assistant tha...
Cloud Expo, Inc. has announced today that Andi Mann and Aruna Ravichandran have been named Co-Chairs of @DevOpsSummit at Cloud Expo Silicon Valley which will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. "DevOps is at the intersection of technology and business-optimizing tools, organizations and processes to bring measurable improvements in productivity and profitability," said Aruna Ravichandran, vice president, DevOps product and solutions marketing...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous a...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, will lead you through the exciting evolution of the cloud. He'll look at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering ...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...
Gemini is Yahoo’s native and search advertising platform. To ensure the quality of a complex distributed system that spans multiple products and components and across various desktop websites and mobile app and web experiences – both Yahoo owned and operated and third-party syndication (supply), with complex interaction with more than a billion users and numerous advertisers globally (demand) – it becomes imperative to automate a set of end-to-end tests 24x7 to detect bugs and regression. In th...
In a recent survey, Sumo Logic surveyed 1,500 customers who employ cloud services such as Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform (GCP). According to the survey, a quarter of the respondents have already deployed Docker containers and nearly as many (23 percent) are employing the AWS Lambda serverless computing framework. It’s clear: serverless is here to stay. The adoption does come with some needed changes, within both application development and operations. Tha...