Welcome!

News Feed Item

Stream Oil & Gas to merge into TransAtlantic Petroleum

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 investment through:

  • 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 operations,
  • 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 the Transaction.

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 Transaction.

_______________

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 statements.

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.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
Creating replica copies to tolerate a certain number of failures is easy, but very expensive at cloud-scale. Conventional RAID has lower overhead, but it is limited in the number of failures it can tolerate. And the management is like herding cats (overseeing capacity, rebuilds, migrations, and degraded performance). Download Slide Deck: ▸ Here In his general session at 18th Cloud Expo, Scott Cleland, Senior Director of Product Marketing for the HGST Cloud Infrastructure Business Unit, discusse...
Much of the value of DevOps comes from a (renewed) focus on measurement, sharing, and continuous feedback loops. In increasingly complex DevOps workflows and environments, and especially in larger, regulated, or more crystallized organizations, these core concepts become even more critical. In his session at @DevOpsSummit at 18th Cloud Expo, Andi Mann, Chief Technology Advocate at Splunk, showed how, by focusing on 'metrics that matter,' you can provide objective, transparent, and meaningful f...
SYS-CON Events announced today that Interface Masters Technologies, a leader in Network Visibility and Uptime Solutions, 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. Interface Masters Technologies is a leading vendor in the network monitoring and high speed networking markets. Based in the heart of Silicon Valley, Interface Masters' expertise lies in Gigabit, 10 Gigabit and 40 Gigabit Eth...
Vidyo, Inc., has joined the Alliance for Open Media. The Alliance for Open Media is a non-profit organization working to define and develop media technologies that address the need for an open standard for video compression and delivery over the web. As a member of the Alliance, Vidyo will collaborate with industry leaders in pursuit of an open and royalty-free AOMedia Video codec, AV1. Vidyo’s contributions to the organization will bring to bear its long history of expertise in codec technolo...
There is little doubt that Big Data solutions will have an increasing role in the Enterprise IT mainstream over time. Big Data at Cloud Expo - to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA - has announced its Call for Papers is open. Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is...
"We have several customers now running private clouds. They're not as large as they should be but it's getting there. The adoption challenge has been pretty simple. Look at the world today of virtualization vs cloud," stated Nara Rajagopalan, CEO of Accelerite, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
SYS-CON Events announced today that Tintri Inc., a leading producer of VM-aware storage (VAS) for virtualization and cloud environments, 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. Tintri VM-aware storage is the simplest for virtualized applications and cloud. Organizations including GE, Toyota, United Healthcare, NASA and 6 of the Fortune 15 have said “No to LUNs.” With Tintri they mana...
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, will discuss recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model f...
In his session at @DevOpsSummit at 19th Cloud Expo, Robert Doyle, lead architect at eCube Systems, will examine the issues and need for an agile infrastructure and show the advantages of capturing developer knowledge in an exportable file for migration into production. He will introduce the use of NXTmonitor, a next-generation DevOps tool that captures application environments, dependencies and start/stop procedures in a portable configuration file with an easy-to-use GUI. In addition to captu...
More and more companies are looking to microservices as an architectural pattern for breaking apart applications into more manageable pieces so that agile teams can deliver new features quicker and more effectively. What this pattern has done more than anything to date is spark organizational transformations, setting the foundation for future application development. In practice, however, there are a number of considerations to make that go beyond simply “build, ship, and run,” which changes ho...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm ...
Ask someone to architect an Internet of Things (IoT) solution and you are guaranteed to see a reference to the cloud. This would lead you to believe that IoT requires the cloud to exist. However, there are many IoT use cases where the cloud is not feasible or desirable. In his session at @ThingsExpo, Dave McCarthy, Director of Products at Bsquare Corporation, will discuss the strategies that exist to extend intelligence directly to IoT devices and sensors, freeing them from the constraints of ...
From wearable activity trackers to fantasy e-sports, data and technology are transforming the way athletes train for the game and fans engage with their teams. In his session at @ThingsExpo, will present key data findings from leading sports organizations San Francisco 49ers, Orlando Magic NBA team. By utilizing data analytics these sports orgs have recognized new revenue streams, doubled its fan base and streamlined costs at its stadiums. John Paul is the CEO and Founder of VenueNext. Prior ...