Welcome!

News Feed Item

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

CALGARY, ALBERTA -- (Marketwired) -- 04/14/14 -- 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
"Qosmos has launched L7Viewer, a network traffic analysis tool, so it analyzes all the traffic between the virtual machine and the data center and the virtual machine and the external world," stated Sebastien Synold, Product Line Manager at Qosmos, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Internet-of-Things discussions can end up either going down the consumer gadget rabbit hole or focused on the sort of data logging that industrial manufacturers have been doing forever. However, in fact, companies today are already using IoT data both to optimize their operational technology and to improve the experience of customer interactions in novel ways. In his session at @ThingsExpo, Gordon Haff, Red Hat Technology Evangelist, will share examples from a wide range of industries – includin...
Kubernetes is a new and revolutionary open-sourced system for managing containers across multiple hosts in a cluster. Ansible is a simple IT automation tool for just about any requirement for reproducible environments. In his session at @DevOpsSummit at 18th Cloud Expo, Patrick Galbraith, a principal engineer at HPE, discussed how to build a fully functional Kubernetes cluster on a number of virtual machines or bare-metal hosts. Also included will be a brief demonstration of running a Galera MyS...
The WebRTC Summit New York, to be held June 6-8, 2017, at the Javits Center in New York City, NY, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 20th International Cloud Expo and @ThingsExpo. WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web co...
"We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
"We analyze the video streaming experience. We are gathering the user behavior in real time from the user devices and we analyze how users experience the video streaming," explained Eric Kim, Founder and CEO at Streamlyzer, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
"This is specifically designed to accommodate some of the needs for high availability and failover in a network managed system for the major Korean corporations," stated Thomas Masters, Managing Director at InfranicsUSA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Enterprise IT has been in the era of Hybrid Cloud for some time now. But it seems most conversations about Hybrid are focused on integrating AWS, Microsoft Azure, or Google ECM into existing on-premises systems. Where is all the Private Cloud? What do technology providers need to do to make their offerings more compelling? How should enterprise IT executives and buyers define their focus, needs, and roadmap, and communicate that clearly to the providers?
"We are an all-flash array storage provider but our focus has been on VM-aware storage specifically for virtualized applications," stated Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
"We are a leader in the market space called network visibility solutions - it enables monitoring tools and Big Data analysis to access the data and be able to see the performance," explained Shay Morag, VP of Sales and Marketing at Niagara Networks, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
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...
Organizations planning enterprise data center consolidation and modernization projects are faced with a challenging, costly reality. Requirements to deploy modern, cloud-native applications simultaneously with traditional client/server applications are almost impossible to achieve with hardware-centric enterprise infrastructure. Compute and network infrastructure are fast moving down a software-defined path, but storage has been a laggard. Until now.
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...