2010-07-01-2010-06-23-2010-08-23
Bought company with Bakken assets in Flat Lake area of SK & ND, gaining 150 BOE/d.
Crescent Point Energy Corp., Vancouver, (Toronto: CPG) has acquired all of the issued and outstanding common shares in the capital of Ryland Oil Corp. (Toronto Venture: RYD).
Under the terms of the Arrangement, Ryland shareholders will receive 0.0117 of a Crescent Point common share for each Ryland Share, or approximately C$0.46 per Ryland Share based on the most recent 5 day volume weighted average Crescent Point share price of C$39.32 per share. This represents a 31% premium to the most recent 5 day volume weighted average Ryland Share price of C$0.35. Total consideration is approximately C$121.8 million, including an estimated C$26.4 million of Ryland net debt at closing time.
Crescent Point is Ryland's working interest partner in the Flat Lake Bakken play in Southeast Saskatchewan. To date, Crescent Point and companies acquired by Crescent Point have drilled six successful wells in the Flat Lake area. Crescent Point has budgeted to drill up to eight more wells in the area by year-end 2010 to further delineate the play.
"This agreement is the culmination of a lengthy process launched by our company to determine how to maximize shareholder value" says Ryland president Gerry Shields. "Ryland has a premier land position in southeast Saskatchewan and North Dakota, and it will take considerable resources to exploit it. Crescent Point is a leading producer in the area with a strong management team, a proven track record and access to capital. This deal with Crescent Point provides us with economies of scale and technical experience to accelerate the development of this significant resource play. By doing a share exchange, our shareholders will be afforded the opportunity to continue to realize the considerable upside potential of Ryland's assets as well as Crescent Point's existing operations."
Crescent Point CEO Scott Saxberg adds, "We see great potential in the Flat Lake Bakken pool, which is an extension of the Bakken play in the U.S. This acquisition of our only partner in the play allows us to fully manage the development of the area and adds a U.S. land base of more than 50 net sections in the Bakken."
In support of the Arrangement, the $6.5 million loan facility which was closed by Ryland on May 3, 2010, and which has been fully drawn down, has been assigned by the original lenders to Crescent Point. No bonus shares were issued to the original lenders in connection with the loan, and Crescent Point has waived any right to be issued bonus shares under the loan agreement, regardless of whether the Arrangement is completed. As a result, Ryland has been released from its obligation to issue 3,611,111 bonus shares at a deemed price of $0.36 per share. The other terms of the credit agreement and related security documents have remained unchanged.
Completion of the Arrangement is subject to the approval of 66 2/3% of the Ryland shareholders voting in person or by proxy at a meeting of the Ryland shareholders to be held to consider the Arrangement. The management information circular to be mailed to Ryland shareholders will contain detailed information in respect of the Arrangement and Crescent Point. Completion of the Arrangement is also subject to the approval of the Court of Queen's Bench of Alberta and the receipt of all other necessary regulatory, stock exchange and third party approvals, as well as other conditions which are typical for transactions of like nature. It is also a condition of completion of the Arrangement that the Toronto Stock Exchange shall have approved the listing of the Crescent Point Shares issuable to Ryland's shareholders as consideration for the Ryland Shares.
GMP Securities L.P. is advisor to Ryland in connection with the Arrangement. GMP has given to Ryland's board of directors a verbal fairness opinion. BMO Capital Markets is financial advisor and FirstEnergy Capital Corp. is strategic advisor to Crescent Point.