Reserve Royalty and PrimeWest Energy Announce Agreement
CALGARY, ALBERTA--Reserve Royalty Corporation (TSE: ROI) and
PrimeWest Energy Trust (TSE: PWI.UN) jointly announced today that
they have entered into an agreement whereby PrimeWest will offer
to purchase all of the issued and outstanding common shares of
Reserve Royalty.
The offer will consist of the exchange of 0.065 of a PrimeWest
trust unit for each Reserve Royalty share and the assumption by
PrimeWest of Reserve Royalty's debt. Based on June 19, 2000
closing prices of $8.10 per trust unit for PrimeWest and $0.38 per
share for Reserve Royalty, the offer represents a 38.6 percent
premium to Reserve Royalty's closing price.
Reserve Royalty shares taken up and paid for by way of PrimeWest
trust units prior to July 31, 2000 will qualify for PrimeWest's
July distribution, payable August 15, 2000. PrimeWest's current
monthly distribution total is $0.16 per trust unit, consisting of
the regular distribution of $0.10 and an extra payment of $0.06
per trust unit (representing, in aggregate, $0.01 per Reserve
Royalty share at the offer exchange ratio).
The boards of directors of each of PrimeWest and Reserve Royalty
have approved the proposed transaction, and the board of directors
of Reserve Royalty has resolved unanimously to recommend to its
shareholders that they accept the PrimeWest offer. The offer is
conditional on the tendering of a minimum of 66 2/3 percent of all
outstanding Reserve Royalty shares, as well as a shareholder and
regulatory approval. PrimeWest anticipates forwarding a take-over
bid circular to Reserve Royalty shareholders on or before July 7,
2000. Scotia Capital Inc. acted as financial advisors to
PrimeWest.
The proposed transaction has a total enterprise value of
approximately $79 million, consisting of $54 million in equity and
approximately $25 million in assumed net debt.
Certain officers and other shareholders of Reserve Royalty have
executed lock-up agreements in respect of more than 20 percent of
the outstanding Reserve Royalty shares, pursuant to which such
shareholders agree to irrevocably deposit and not withdraw their
shares under the offer.
The board of directors of Reserve Royalty has agreed that it will
not solicit or initiate discussions or negotiations with any third
party concerning any sale of any material position or assets of
Reserve Royalty, or any business combination involving Reserve
Royalty. Reserve Royalty has agreed, under certain circumstances,
to pay to PrimeWest a non-completion fee of $2.5 million plus
expenses. PrimeWest also has the right to match any unsolicited
competing bid. Newcrest Capital Inc. is acting as financial
advisor to Reserve Royalty and will provide a fairness opinion in
connection with the proposed transaction.
The assets of Reserve Royalty are mainly gross overriding
royalties on, and some working interests in, approximately 1,500
barrels of oil equivalent (10:1 BOE) of production comprised of 70
percent crude oil and natural gas liquids and 30 percent natural
gas. Gross overriding royalty interests represent approximately
85 percent of Reserve Royalty's production and reserves. This
high-quality long-life production is located mainly in Alberta and
is operated by a number of technically strong and active
exploration and production companies.
Reserve Royalty also owns interests, consisting mainly of gross
overriding interests, in approximately 300,000 net acres of
undeveloped lands, of which some 285,000 net acres are located in
Western Canada. PrimeWest expects that record industry cash flows
should stimulate increased exploration and development activities
on these lands, potentially leading to future production and
reserve additions at no risk or cost to Reserve Royalty.
"This transaction supports stable, predictable and sustainable
distributions for PrimeWest unitholders," said Vice-Chairman and
CEO Kent MacIntyre. "The overriding royalties will grant us an
economic interest in production, without ongoing capital
requirements, lessor royalties, operating expenditures and
abandonment liabilities. As a result PrimeWest's overall cost
structure and netback per BOE will show sustainable improvement
beginning with the third quarter."
Based on assessments of third-party reserves engineering reports,
PrimeWest estimates Reserve Royalty's established reserves to
total 5.3 million BOE on April 1, 2000. Of this total, 83 percent
is estimated to be in the proved category. On an established
reserves basis, the ratio of crude oil and natural gas liquids to
natural gas reserves is about 67 / 33. On an established reserve
basis, the recycle ratio for the transaction is a very robust 2.4
times.
PrimeWest will hold a conference call and Webcast for interested
investors, brokers, analysts and media representatives on Tuesday,
June 20, 2000, at 2:00 p.m. Mountain (4:00 p.m. Eastern). Callers
may dial 1-800-361-1028 or 1-416-231-6596 a few minutes prior to
the start and request the PrimeWest conference call. The call
also will be available for replay by dialing 1-877-289-8525 and
entering the pass code 11499 followed by the pound sign. Internet
users may go to www.newswire/webcast/pages/primewest2.html for the
live Webcast and/or replay, or to the PrimeWest Web site,
www.primewestenergy.com.
PrimeWest is a Calgary-based conventional oil and gas trust that
acquires, develops, produces and sells crude oil, natural gas, and
natural gas liquids for the generation of monthly cash
distributions to unitholders. Trust units of PrimeWest are traded
on the Toronto Stock Exchange under the symbol "PWI.UN". Learn
more about PrimeWest on the Internet at www.primewestenergy.com.
Reserve Royalty is a Calgary-based company that creates royalties
in the oil and gas industry by acquiring them and/or by converting
working interests into royalties. The company has a substantial
base of producing and undeveloped land royalties mainly in Canada.
Shares of Reserve Royalty trade on The Toronto Stock Exchange
under the symbol "ROI".
The information in this news release contains forward-looking
statements with respect to PrimeWest. By their nature, these
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
contemplated by them. These risks and uncertainties include the
number of Reserve Royalty shareholders who tender their shares to
the offer.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction. The trust units of PrimeWest offered will not be
and have not been registered under the United States Securities
Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirement.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Reserve Royalty Corporation
William Ostlund
Chief Financial Officer
(403) 231-2440
Website: reserveroyalty.com