Legacy Acquires Villanova Oil Corp.
Agreed for Legacy to acquire all of the outstanding common shares of Villanova.
Legacy Oil + Gas Inc. (TO: LEG) and Villanova Oil Corp. have entered into an agreement for Legacy to acquire all of the outstanding common shares of Villanova by means of a plan of arrangement under the Business Corporations Act (Alberta).
Legacy will pay C $21.3 million cash and issue a total of 13.9 million Legacy common shares at a deemed price of C $5.48 each to the shareholders of Villanova. Legacy will also assume Villanova's net debt, estimated at C $29.8 million at the time of the execution of the arrangement agreement.
Holders of 41% of the common shares of Villanova have entered into agreements with Legacy pursuant to which they have agreed to vote their shares in favor of the transaction and the board of directors of Villanova has unanimously approved the transaction and recommended that the shareholders of Villanova vote in favor of the transaction. The board of directors of Villanova has received a verbal opinion from National Bank Financial Inc. that the consideration to be received under the transaction is fair, from a financial point of view, to the Villanova shareholders.
The arrangement agreement, among other things, provides for a mutual non-completion fee of C $6 million in the event the transaction is not completed in certain circumstances. Completion of the transaction is subject to customary conditions, including the receipt of all required regulatory approvals, the approval of the TSX, the approval of the shareholders of Villanova and the approval of the Court of Queen's Bench of Alberta.
The transaction is anticipated to close no later than May 23 in the event that Villanova is unable to obtain written shareholder approval and is required to convene a meeting of its shareholders, or earlier in the event that it receives written shareholder approval.
Macquarie Capital Markets Canada Ltd., GMP Securities LP and FirstEnergy Capital Corp. are financial advisors to Legacy with respect to the private company acquisition. Raymond James Ltd. is strategic advisor to Legacy with respect to the asset acquisition.
National Bank Financial Inc. is exclusive financial advisor to Villanova, and has provided the board of directors of Villanova with its opinion that the consideration to be received by Villanova shareholders under the acquisition is fair, from a financial point of view, to Villanova shareholders, according to the release.
Villanova Oil Corp. is a Saskatchewan-based private oil company.
Legacy Oil + Gas Inc. is an independent oil and gas company focused on acquisition, development, exploration, and exploitation of oil and natural gas. The company is headquartered in Calgary.