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Stream Oil & Gas to merge into TransAtlantic Petroleum
|By PR Newswire
|September 3, 2014 02:36 AM EDT
CALGARY, Sept. 2, 2014 /CNW/ - Stream Oil & Gas Ltd. (TSX-V: SKO)
("Stream" or the "Company") is pleased to announce that it has entered
into an Arrangement Agreement (the "Agreement") to merge into
TransAtlantic Petroleum Ltd (the "Transaction"). TransAtlantic, listed
on TSX and NYSE MKT, is an independent E&P company with ongoing
operations in Turkey and Bulgaria; see www.transatlantic.com. The Transaction is expected to complete in November 2014.
Stream's Board supervised the extended deal process, concluding that the
contemplated transaction between Stream and TransAtlantic is beneficial
to Stream shareholders, providing the ability to leverage their
The integration of Stream's assets and production, in combination with
TransAtlantic's strong performance metrics, which is expected to
provide imminent value accretion to Stream's shareholders,
TransAtlantic's strong financial position which will provide access to
the capital required to further exploit Stream's Albanian assets,
including investments in drilling programs analogous to Stream's
Albanian peers, to continue increasing production and reserves,
TransAtlantic's established business operations which will allow the
prompt shift in focus in Albanian assets from exploration & development
to production centric, including reducing operating costs,
Significant synergies which are expected through the integration of
Stream's assets into TransAtlantic's regional business and field
TransAtlantic enjoys good market following, as demonstrated through
broad analyst coverage and excellent market liquidity.
The Agreement provides that TransAtlantic will exchange 100% of Stream's
66,887,801 common shares for net proceeds to Stream's shareholders of
US$41.2 million, payable in TransAtlantic common shares. On a per
share basis, each common share of Stream will be exchanged for 0.05657
common shares of TransAtlantic, which values each common share of
Stream at C$0.67 per share based on TransAtlantic's 10-day volume
weighted average price ("VWAP") of US$10.89 as of market close on
Friday, August 29, 2014. The C$0.67 per share value represents a 43%
premium to Stream's 10-day VWAP of C$0.47 as of market close on Friday,
August 29, 2014. The Agreement provides that C$0.57 per Stream common
share, or 0.04812 common shares of TransAtlantic will be issued at
closing; an additional C$0.10 per Stream common share, or 0.00845
common shares of TransAtlantic, will be issued in the event that
certain conditions are met by Stream within nine months of the closing
date. The Transaction is subject to the completion of due diligence by
TransAtlantic, to be finalized by September 26, 2014 as well as the
receipt of corporate, government, regulatory and court approvals, among
other customary closing conditions. Having executed the Agreement, it
is expected that Stream will be able to recommence the drilling of the
Delvina gas field within this month.
The Transaction will be implemented by way of a court-approved plan of
arrangement under the Business Corporations Act (British Columbia). The Transaction is conditioned upon, among other
things, the affirmative vote of at least 66 2/3% of the Stream common
shares that are voted at the shareholder meeting that will be held to
consider the Transaction.
Amongst others, the Agreement contains a termination fee of US$2.5
million payable to TransAtlantic if Stream accepts a superior proposal
from a third party. Stream has agreed that it will not solicit or
initiate discussions regarding any other business combination or sale
of material assets.
Full details of the Transaction will be included in a management
information circular to be mailed to Stream shareholders in connection
with the shareholder meeting at which the Transaction will be
considered. Copies of the Agreement and the management information
circular will be available under Stream's profile at www.sedar.com.
The Board of Directors of Stream has unanimously approved the
Transaction and recommends that Stream shareholders vote in favor of
Troy Valuations Inc. delivered an opinion to Stream's Board of Directors
to the effect that the purchase price for the Stream shares is fair,
from a financial point of view, to the Stream shareholders.
Certain of the directors and officers of Stream and certain other
shareholders representing approximately 42% of Stream's outstanding
common shares, have entered into voting and support agreements pursuant
to which they have agreed to vote their Stream shares in favor of the
About Stream Oil & Gas Ltd.
Stream Oil & Gas Ltd. is a Canadian-based emerging oil and gas
production, development and exploration company focused on the
re-activation and re-development of three oilfields and a
gas/condensate field in Albania. The Company's strategy is to use
proven technology, incremental and enhanced oil recovery techniques to
significantly increase production and reserves.
This news release contains forward-looking statements that address
future events and conditions and are subject to various risks and
uncertainties in relation to the Company. Specifically, the completion
of the Transaction is subject to shareholder, court and regulatory
approval, including approval of the TSX Venture Exchange. There is no
assurance that the Transaction will be completed. Forward-looking
statements are based on the expectations and opinions of the management
of the Company on the date the statements are made. The assumptions
used in the preparation of such statements, 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
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE Stream Oil & Gas Ltd.
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