PrimeWest Energy Trust Agrees to C$5.0 Billion Sale to TAQA Subsidiary
SEP 24, 2007 - 10:12 ET
CALGARY, ALBERTA--(Marketwire - Sept. 24, 2007) - PrimeWest Energy Trust (TSX:PWI.UN)
(TSX:PWX) (TSX:PWI.DB.A) (TSX:PWI.DB.B) (TSX:PWI.DB.C) (NYSE:PWI) ("PrimeWest" or
the "Trust") is pleased to announce that it has entered into an agreement (the "Arrangement
Agreement") with 1350849 Alberta Ltd. ("Purchaser") and TAQA North Ltd. ("TAQA North"),
both of which are wholly-owned subsidiaries of Abu Dhabi National Energy Company
PJSC ("TAQA"). The Arrangement Agreement provides for the acquisition by Purchaser
of all of the issued and outstanding trust units of PrimeWest (the "Units") and
all of the issued and outstanding exchangeable shares (the "Exchangeable Shares")
of PrimeWest Energy Inc. for a cash consideration of C$26.75 per Unit, all pursuant
to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").
The cash consideration payable for the Exchangeable Shares will be calculated on
the basis of the exchange ratio in effect at the time the transaction is completed.
Using a Canadian to U.S. dollar exchange rate of 1.00, this cash consideration equates
to US$26.75 per Unit. The actual U.S. dollar equivalent cash price per Unit will
be based upon the Canadian to U.S. dollar exchange rate on the effective date of
the Arrangement.
The aggregate value of the Arrangement, including the debt carried by PrimeWest
and its subsidiaries, is approximately C$5.0 billion on a fully diluted basis. The
consideration per Unit pursuant to the Arrangement Agreement represents a 26.5%
premium over the 30 day weighted average trading price of the Units on the Toronto
Stock Exchange up to and including September 21, 2007.
"We are pleased to announce that Purchaser and TAQA North have entered into an agreement
for Purchaser to acquire the PrimeWest Units and Exchangeable Shares at a price
that delivers substantial value to our investors. PrimeWest has built a high quality
asset base with a large portfolio of development opportunities. This investment
by Purchaser will result in ongoing development and growth of the asset base," stated
Don Garner, President and CEO of PrimeWest.
The Arrangement Agreement also permits PrimeWest to maintain its current monthly
distribution at an amount not greater than C$0.25 per Unit payable in each of the
months of October and November 2007. Therefore, if the effective date of the Arrangement
occurs in November, the final distribution to Unitholders will be paid on November
15, 2007. However, if the Unitholder meeting is held on or before November 30, 2007
and the effective date of the Arrangement is delayed beyond the third business day
of the following month, the Arrangement Agreement permits PrimeWest to continue
to pay monthly distributions. If PrimeWest is permitted to pay distributions after
November, the distribution amount will be set at the discretion of the Board of
Directors of PrimeWest but will not exceed $0.25 per Unit per month.
Complete details of the terms of the Arrangement are set out in the Arrangement
Agreement which will be filed by PrimeWest on SEDAR and EDGAR and will be available
for viewing under PrimeWest's profile on
www.sedar.com and on www.sec.gov/edgar.shtml.
PrimeWest is suspending the operation of its premium distribution, distribution
reinvestment and optional trust purchase plan with respect to any distribution on
the Units occurring after October 15, 2007.
The Arrangement is subject to court and regulatory approval and other conditions
that are typical of transactions of this nature, including the approval by the holders
of at least 66 2/3% of the Units, Exchangeable Shares and unit appreciation rights,
voting together as a single class, represented in person or by proxy at the Unitholder
meeting.
An information circular regarding the Arrangement is expected to be mailed to securityholders
in late October 2007 for a meeting expected to take place in late November, with
completion of the Arrangement anticipated shortly thereafter.
In accordance with the terms of the indenture governing PrimeWest's convertible
debentures, Purchaser will make an offer to purchase all outstanding debentures
for a cash consideration equal to 101% of the face value thereof, plus accrued and
unpaid interest, within 30 days following the effective date of the Arrangement.
Recommendation of the Board of Directors
The Board of Directors of PrimeWest Energy Inc. has unanimously approved the Arrangement
and based, in part, on the fairness opinion from PrimeWest's financial advisor discussed
below, determined that the Arrangement is in the best interests of PrimeWest and
the holders of its Units and Exchangeable Shares and is fair from a financial point
of view to such holders. Therefore, the Board has resolved to recommend that such
holders vote their respective securities in favour of the Arrangement. Each member
of the Board of Directors of PrimeWest Energy Inc. has indicated his intention to
vote his Units and Exchangeable Shares in favour of the Arrangement.
Under the Arrangement Agreement, PrimeWest has agreed that it will not solicit,
initiate, or encourage any discussions concerning the sale of material assets or
any other business combination and that it will provide Purchaser with an opportunity
to match competing, unsolicited proposals for a period of 48 hours. The Arrangement
Agreement also provides that PrimeWest shall pay a non-completion fee of C$75 million
to Purchaser if the Arrangement is not completed in certain circumstances.
Financial and Legal Advisors
CIBC World Markets Inc. is acting as sole financial advisor to PrimeWest with respect
to the Arrangement and has provided the Board of Directors of PrimeWest Energy Inc.
with an opinion regarding the proposed transaction. Subject to review of final documentation,
this opinion indicates that the consideration to be received by the holders of Units
and Exchangeable Shares of PrimeWest under the Arrangement is fair, from a financial
point of view, to all of such securityholders. PrimeWest's Canadian legal advisors
are Stikeman Elliott LLP and its US legal advisors are Paul, Weiss, Rifkind, Wharton
& Garrison LLP.
TD Securities Inc. is acting as exclusive financial advisor to TAQA and TAQA North
in the transaction. Purchaser's, TAQA North's and TAQA's legal advisors are Heenan
Blaikie LLP and Latham & Watkins LLP.
About PrimeWest
PrimeWest is a Calgary-based conventional oil and gas royalty trust that actively
acquires, develops, produces and sells natural gas, crude oil and natural gas liquids
for the generation of monthly cash distributions to Unitholders. Trust Units of
PrimeWest trade on the Toronto Stock Exchange (TSX) under the symbol "PWI.UN" and
on the New York Stock Exchange under the symbol "PWI". Exchangeable Shares of PrimeWest
Energy Inc. trade on the TSX under the symbol "PWX". Series I Convertible Debentures
of PrimeWest trade on the TSX under the symbol "PWI.DB.A", Series II Convertible
Debentures trade on the TSX under the symbol "PWI.DB.B" and Series III Convertible
Debentures trade on the TSX under the symbol "PWI.DB.C".
To learn more about PrimeWest, please visit our website at www.primewestenergy.com.
About TAQA North and TAQA
TAQA North (formerly Northrock Resources Limited) is a wholly-owned subsidiary of
Abu Dhabi National Energy Company PJSC ("TAQA"), a publicly listed company on the
Abu Dhabi Securities Market (ADSM: TAQA). TAQA North is a Calgary-based oil and
gas exploration company with operations in Northern Alberta and British Columbia;
West Central and Southern Alberta; Southwest Saskatchewan; Southeast Saskatchewan;
and the Northwest Territories. TAQA North was acquired by TAQA in August 2007 from
Pogo Producing Company for a total purchase price of US$2 billion. TAQA is a major
global energy company with strategic and financing investment opportunities in oil
& gas, power, water and infrastructure across the Middle East, India, Europe and
North Africa. TAQA focuses on upstream (oil & gas exploration & production), midstream
(pipeline, gas storage and LNG) and downstream (power generation). The rating agencies
Moody Investor Services and Standard & Poor's have assigned long-term senior unsecured
debt ratings of Aa2 and AA- respectively to TAQA.
To learn more about TAQA, please visit their website at www.taqa.ae.
All information in this press release relating to TAQA and its subsidiaries was
provided by TAQA or has been derived from publicly available sources.
Additional Information
PrimeWest will file on SEDAR and EDGAR the information circular, to be distributed
to the PrimeWest securityholders in connection with their consideration of and vote
on the proposed transaction, along with all other relevant documents concerning
the proposed transaction. PrimeWest securityholders are urged to read the information
circular and the other relevant documents filed on SEDAR and EDGAR when they become
available, as well as any amendments or supplements to those documents, as they
will contain important information.
Joint Conference Call
A joint conference call to discuss the Arrangement will be held on Monday, September
24th, 2007 at 12:00 Noon Mountain Daylight Time (2:00 PM Eastern). To participate
in the conference, please call 1-800-633-8938. A recording of the call will be available
from 2:30 PM Eastern on September 24th, 2007 until October 24th, 2007 by calling
1-800-558-5253 (in the Toronto area (416) 626-4100) and entering reservation number
21350676, followed by the number sign.
Forward-Looking Statements
This document contains forward-looking statements. These statements relate to future
events or performance. All statements other than statements of historical fact may
be forward-looking statements. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "predict", "potential", "intend",
"could", "might", "should", "believe", "would" and similar expressions. By their
nature, forward-looking statements are subject to numerous risks and uncertainties,
some of which are beyond these parties' control, including the impact of general
economic conditions, industry conditions, changes in laws and regulations including
the adoption of new environmental laws and regulations and changes in how they are
interpreted and enforced, volatility of commodity prices, currency and interest
rate fluctuations, imprecision of reserves estimates, environmental risks, competition
from other industry participants, the lack of availability of qualified personnel
or management, stock market volatility, ability to access sufficient capital from
internal and external sources and geological, technical, drilling and processing
challenges. Readers are cautioned that the assumptions used in the preparation of
such information, 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. The actual results, performance, or achievement could differ materially
from those expressed in, or implied by, these forward-looking statements and accordingly,
no assurance can be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what benefits will
be derived. PrimeWest disclaims any intention or obligation to update or review
any forward-looking statements, whether as a result of new information, future events
or otherwise.
This news release shall not constitute an offer to sell or the solicitation of an
offer to buy the securities in any jurisdiction. The securities offered have not
and will not be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act") or any state securities laws and may not be offered
for sale in the United States except in certain transactions exempt from the registration
requirements of the U.S. Securities Act and applicable states securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
PrimeWest Energy Trust
George Kesteven
Manager, Investor Relations
(403) 699-7367 or Toll Free: 1-877-968-7878
or
PrimeWest Energy Trust
Debbie Carver
Investor Relations Advisor
(403) 699-7464 or Toll Free: 1-877-968-7878
Email: investor@primewestenergy.com
Website: www.primewestenergy.com