Business News
Gran Tierra Energy and Solana Resources Sign Agreement to Combine to Create a Premier International Oil and Gas Exploration and Production Company
2008-07-29 01:48:00
Gran Tierra Energy and Solana Resources Sign Agreement to Combine to Create a Premier International Oil and Gas Exploration and Production Company
Companies to Host Joint Investor Conference Call on Tuesday July 29, 2008
at 11:00 a.m. Eastern
CALGARY, Alberta, July 29 /EMWNews/ -- Gran Tierra Energy
Inc. (Amex: GTE; TSX: GTE) and Solana Resources Limited (TSX-V: SOR; AIM:
SORL) announced today that they have entered into a definitive agreement
providing for the business combination of Gran Tierra Energy Inc. and
Solana Resources Limited. The transaction is expected to create an
exploration and production company with a significantly increased operating
scale and balance sheet.
Mr. Dana Coffield, President and Chief Executive Officer of Gran
Tierra, will continue as the President and Chief Executive Officer of the
combined company, while Mr. J. Scott Price, President and Chief Executive
Officer of Solana, will join the board of directors of the combined
company. The board of directors will be comprised of seven members
including the current directors of Gran Tierra: Jeffrey Scott, Walter
Dawson, Verne Johnson, Nick Kirton, and Dana Coffield, as well as Scott
Price, and the current Chairman of the Solana board of directors, Mr. Ray
Antony. Mr. Scott, Chairman of the Gran Tierra board of directors, will
maintain his position as Chairman.
Commenting on the transaction Mr. Coffield stated, "We are very pleased
to make this announcement and we expect the transaction will create a much
more substantial company in a consolidating global industry while
preserving Gran Tierra's operating leadership. The combination creates a
company with a 100 percent working interest in one of the most important
oil discoveries in Colombia in recent years, the Costayaco field. The
anticipated production and cash flow growth from Colombia will fund
continued exploration on the resulting company's combined land position, in
addition to increasing the capability to undertake much larger and material
new venture initiatives in the future."
Mr. Price stated, "The combination of the two companies will not only
consolidate a premium light oil asset in Colombia, but will also launch a
substantive, well financed, South American focused entity with an enviable
land position and a portfolio of opportunities across the risk spectrum. We
believe this transaction will result in significant value accruing from the
asset consolidation and resultant economies of scale."
Summary of the Transaction
Under the terms of the Agreement, each Solana shareholder will receive
either (i) 0.9527918 of a common share of Gran Tierra or; (ii) 0.9527918 of
a common share of a Canadian subsidiary of Gran Tierra (an "Exchangeable
Share") for each common share of Solana held, which represents a premium of
approximately 14.1 % to the 20 day weighted average trading price to July
28, 2008 of the Solana shares on the TSX Venture Exchange and Gran Tierra's
July 28, 2008, closing price on the Toronto Stock Exchange of CAD $5.73.
The shares of the Canadian subsidiary of Gran Tierra: (i) will have the
same voting rights, dividend entitlements and other attributes as Gran
Tierra common stock; (ii) will be exchangeable, at each shareholder's
option, on a one-for-one basis, into Gran Tierra common stock; and (iii)
subject to compliance with the listing requirements of the Toronto Stock
Exchange, will be listed on the Toronto Stock Exchange. The Exchangeable
Shares will automatically be exchanged for Gran Tierra common stock five
years from closing, and in certain other events.
The transaction will be completed pursuant to a statutory plan of
arrangement pursuant to the Business Corporations Act (Alberta). Upon
completion of the transaction, Solana will become an indirect wholly-owned
subsidiary of Gran Tierra. The plan of arrangement will be accomplished on
a tax deferred basis in Canada, but may be a taxable transaction for non-
Canadian holders of Solana securities. On a fully diluted basis, upon the
closing of the plan of arrangement, Solana securityholders will own
approximately 49% of the combined company and Gran Tierra securityholders
will own approximately 51% of the combined company.
The proposed transaction is subject to regulatory, stock exchange,
court and shareholder approvals. Gran Tierra and Solana expect to hold
shareholder meetings in October 2008. A joint proxy statement and
management information circular is expected to be mailed to shareholders of
the companies in September 2008. The parties have agreed to pay each other
a termination fee of $21 million in certain circumstances and an expense
reimbursement fee of $1.5 million in certain other circumstances.
Complete details of the plan of arrangement are set out in the
agreement, which will be filed by Solana on SEDAR (http://www.sedar.com) and Gran
Tierra on SEDAR and with the Securities and Exchange Commission
(http://www.sec.gov).
Following the offer becoming or being declared unconditional in all
respects and as soon as it is able to do so (subject to any applicable
requirements of the AIM Rules), Gran Tierra will procure that Solana will
apply to the London Stock Exchange for the cancellation of the admission of
Solana shares to trading on AIM. A notice period of not less than 20
business days prior to the cancellation of trading will take effect upon
the offer becoming or being declared unconditional in all respects.
Cancellation of admission to trading on AIM is likely to reduce
significantly the liquidity and marketability of any Solana shares in
respect of which the offer has not been accepted. Gran Tierra will also
seek to have the Solana shares delisted from the TSX Venture Exchange and
to cease Solana being a reporting issuer under applicable Canadian
securities laws.
Highlights of the Combined Entity
Management of Gran Tierra and Solana expect that the combination will
provide many benefits, including the following:
-- Creation of a stronger South American oil producer with significant
producing assets in Colombia;
-- Significant exploration portfolio properties in each of Colombia,
Argentina and Peru;
-- Consolidation of 100% of the working interest in the Costayaco field
(95% economic interest excluding government royalties), a major light oil
discovery made in Colombia in 2007, currently under delineation and
development;
-- An entity with a pro-forma enterprise value of approximately $1.35
billion based on Gran Tierra's stock price on July 28, 2008, which is
expected to result in enhanced liquidity and a more competitive cost of
capital; and
-- Strong pro-forma cash flows which are expected to allow the combined
entity to internally finance the exploration and development of the
Costayaco field, pursue other exploration opportunities on the combined
company's large undeveloped land base in Colombia, Argentina and Peru, and
pursue additional new venture growth opportunities.
Key Pro Forma Operating and Financial Information for the Combined
Entity
Some of the key pro forma and financial metrics for the combined
company include the following:(1)
Estimated Combined 2008 Exit Production 15,000 boe/d
Pro-forma enterprise value (2) $1.35 billion
Fully diluted shares outstanding 268.3 million
Pro-forma proven reserves(3) 18.4 MMboe
Pro-forma land base(4)
Colombia 1.5 million acres
Argentina 1.3 million acres
Peru 3.4 million acres
Notes:
(1) Represents current estimates of Gran Tierra and Solana management and
is disclosed net after all royalties; "boe/d" is barrels of oil
equivalent per day.
(2) Pro-forma enterprise value is equal to pro-forma fully diluted market
capitalization plus estimated pro-forma net debt; pro-forma market
capitalization is calculated based on July 28, 2008 Gran Tierra
closing share price on the Toronto Stock Exchange of CAD $5.73
converted at today's closing CAD/USD exchange rate
of 1.0226; estimated net debt is calculated as debt less working
capital and proceeds from the exercise of in-the-money dilutive
instruments.
(3) Represents the sum of the independent reserves reports for Gran Tierra
and Solana as at December 31, 2007, updated to reflect the mid-year
2008 reserve report for Costayaco prepared by GLJ Petroleum
Consultants at the request of Gran Tierra, reported in millions of
barrels of oil equivalent "MMboe" net after royalties.
(4) Represents the approximate net acreage for Gran Tierra and Solana,
based on management's current estimates.
Mr. Glenn Van Doorne, Chief Operating Officer of Solana, a Petroleum
Geologist, and Mr. Dana Coffield, President and CEO of Gran Tierra, a
Geologist, are the qualified persons who have reviewed the technical
information contained in this news release.
Advisors
Blackmont Capital Inc. is acting as exclusive financial advisor to Gran
Tierra with respect to the transaction and has verbally advised the board
of directors of Gran Tierra that it is of the opinion, as of the date
hereof, that the consideration to be offered by Gran Tierra pursuant to the
proposed combination is fair, from a financial point of view, to Gran
Tierra shareholders.
Tristone Capital Inc. is acting as exclusive financial advisor to
Solana with respect to the transaction and has verbally advised the board
of directors of Solana that it is of the opinion, as of the date hereof,
that the consideration to be received by Solana shareholders is fair, from
a financial point of view, to Solana shareholders.
Conference Call Information:
Gran Tierra and Solana will hold a joint conference call to review the
transaction on Tuesday, July 29, 2008 at 11:00 a.m. Eastern Daylight Time.
The call will be hosted by Mr. Dana Coffield, President and Chief Executive
Officer of Gran Tierra, and Mr. Scott Price, President and Chief Executive
Officer of Solana Resources. Interested parties may access the conference
call by dialing (888) 713-4213 (domestic) or (617) 213-4865
(international), pass code # 95621291. The call will also be available via
web cast at http://www.grantierra.com, or http://www.streetevents.com, or
http://www.fulldisclosure.com
If you are unable to participate, an audio replay of the call will be
available beginning two hours after the call and will be available until
11:59 p.m. on August 4, 2008, by dialing (888) 286-8010 (domestic) or (617)
801-6888 (international) using confirmation pass code 74702931.
About Gran Tierra Energy Inc.:
Gran Tierra is an international oil and gas exploration and production
company operating in South America, headquartered in Calgary, Canada and is
incorporated in the United States. The company holds interests in producing
and prospective properties in Colombia, Argentina and Peru. The company has
a strategy that focuses on growing a portfolio of producing properties,
plus production enhancement and exploration opportunities to provide a base
for future growth. Gran Tierra trades on the American Stock Exchange under
the symbol "GTE" and on the Toronto Stock Exchange under the symbol "GTE".
Additional information concerning Gran Tierra is available at
http://www.grantierra.com, on SEDAR (http://www.sedar.com) and with the Securities and
Exchange Commission (http://www.sec.gov).
About Solana Resources Limited:
Solana is an international resource company engaged in the acquisition,
exploration, development and production of oil and natural gas. The
company's properties are located in Colombia, South America and are held
through its wholly owned subsidiary, Solana Petroleum Exploration
(Colombia) Limited. The Company is headquartered in Calgary, Alberta,
Canada. Solana trades on the TSX Venture Exchange under the symbol "SOR"
and on the AIM Exchange under the symbol "SORL".
Additional information concerning Solana is available at
http://www.solanaresources.com and on SEDAR (http://www.sedar.com)
Barrels of Oil Equivalent
Barrels of oil equivalent (boe) is calculated using the conversion
factor of 6,000 cubic feet ("6Mcf") of natural gas being equivalent to one
barrel of oil. Boes may be misleading, particularly if used in isolation. A
boe conversion ratio of 6 Mcf per barrel is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not
represent a value equivalency at the wellhead.
Forward Looking Statements:
This press release includes "forward-looking statements" within the
meaning of the U.S. federal and Canadian securities laws, including
Canadian Securities Administrators' National Instrument 51-102 Continuous
Disclosure Obligations and the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements are commonly identified by such
terms and phrases as "would", "may", "will", "anticipates", "expects" or
"expected to" and other terms with similar meaning indicating possible
future events or actions or potential impact on the businesses or
shareholders of Gran Tierra Energy Inc. and Solana Resources Limited. Such
statements include, but are not limited to, statements about the
anticipated benefits, savings and synergies of the plan of arrangement,
including future financial and operating results, the plans, objectives,
expectations and intentions of the combined company, the future development
of the combined company's business, and the contingencies and uncertainties
to which Gran Tierra and Solana may be subject prior to closing the
transaction and other statements that are not historical facts. The press
release also includes information that has not been reviewed by the
independent auditors of Gran Tierra or Solana. There is no assurance that
the proposed transaction contemplated in this press release will be
completed at all, or completed upon the same terms and conditions
described.
The following factors, among others, could cause actual results to
differ materially from those set forth in the forward-looking statements:
the ability to obtain required approvals of the plan of arrangement on the
proposed terms and schedule; the failure of the shareholders of Solana to
approve the plan of arrangement or the shareholders of Gran Tierra to
approve the issuance of the Gran Tierra shares to the holders of Solana
securities in the proposed transaction; the risk that the businesses will
not be integrated successfully; the risk that the cost savings and any
revenue synergies from the plan of arrangement may not be fully realized or
may take longer to realize than expected; and disruption from the
transaction making it more difficult to maintain relationships with
regulatory agencies, employees or suppliers. Additional factors that could
cause results to differ materially from those described in the
forward-looking statements can be found in the periodic reports filed by
Gran Tierra with the Securities and Exchange Commission and available at
the Securities and Exchange Commission's internet site http://www.sec.gov and on
SEDAR at http://www.sedar.com, as well as Solana's continuous disclosure documents
filed on Solana's SEDAR profile at http://www.sedar.com.
All forward-looking statements in this press release are expressly
qualified by information contained in each company's filings with
regulatory authorities and subject to their obligations under applicable
securities laws, neither company undertakes to publicly update
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional Information
Shareholders are urged to read the joint proxy statement/management
information circular regarding the proposed transaction and the
registration statement filed on Form S-3 by Gran Tierra when they become
available, because they will contain important information. Shareholders
will be able to obtain a free copy of the joint proxy statement/management
information circular, as well as other filings including the registration
statement on Form S-3 containing information about Gran Tierra, without
charge, at the Securities and Exchange Commission's internet site
http://www.sec.gov. Copies of the joint proxy statement and the filings with the
Securities and Exchange Commission that will be incorporated by reference
in the joint proxy statement and registration statement on Form S-3 can
also be obtained, without charge, by directing a request to Gran Tierra at
1-800-916-4873.
The respective directors and executive officers of Gran Tierra and
Solana and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding Gran Tierra's directors and executive officers is available in
the 2007 Annual Report on Form 10-K/A filed with the Securities and
Exchange Commission by Gran Tierra on May 12, 2008, and information
regarding Solana's directors and executive officers will be included in the
joint proxy statement/management information circular. Other information
regarding the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement and other relevant materials
to be filed with the Securities and Exchange Commission when they become
available.
No regulatory authority has approved or disapproved the content of this
release. Neither the TSX Venture Exchange nor the Toronto Stock Exchange
accepts responsibility for the adequacy or accuracy of this release.
Gran Tierra Energy Inc. Solana Resources Limited Al Palombo
Dana Coffield J. Scott Price Cameron Associates
President & Chief President & Chief Investor Relations
Executive Officer Executive Officer
(800) 916-4873 (403) 770-1822 (212) 554-5488
[email protected] [email protected] [email protected]
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