Coeur d'Alene/Orko -- summary under Canadian Buyco
Overview
Chalice/Coventry -- summary under Asset sale/share distribution
Overview
Under a BC Plan of Arrangement, Coventry is to transfer most of its subsidiaries (the "Targets") to Western Rift (a subsidiary of Chalice) in consideration for Chalice shares, which Coventry will then transfer to its shareholders as a stated capital distribution. The Arrangement is expected to result in the Coventry shareholders holding 15.46% of the Chalice shares, and in Coventry holding only cash and a project in Alaska.
Burger King/Tim Hortons -- summary under Asset sale funding purchase
Overview
Kingspan/Vicwest/Westeel -- summary under Asset sale funding purchase
Overview
Delavaco/Sereno -- summary under Triangular Amalgamations
Overview
Trident/Andor -- summary under Triangular Amalgamations
Overview
Gallic/Petromanas -- summary under Triangular Amalgamations
General
Proposal for all the shareholders of Gallic to become shareholders of Petromas and for Gallic to be amalgamated with AcquisitionCo. The Petromanas shares to be received are estimated to represent a value of $0.07 per Gallic share, representing an 11% premium based on the 10-day pre-announcement VWAP of Petromas shares on the TSXV.
Plan of Arrangement
Under an Alberta Plan of Arrangement:
TORC/Vero -- summary under Triangular Amalgamations
Overview
The arrangement effectively represents an acquisition of TSX-listed Vero, seen as a high netback, light oil focused Cardium resource play, by TORC (an unlisted Alberta company), which is focused on the southern Alberta Bakken petroleum system. The implied value of the arrangement to Vero shareholders of $3.00 per share (based on the pricing of the private placement described below) represents a premium of 48% to the 10-day pre-announcement VWAP of their shares on the TSX.
Break fees
There are potential reciprocal break fees of $6.5M.
Contact/Donnycreek -- summary under Non-Triangular Amalgamations
Overview
Under an Alberta Plan of Arrangement, Donnycreek and Contact will amalgamate on the basis of exchange ratios which will reflect a 56% premium for the Donnycreek shares and with Amalco's management comprised of current Contact management. Donnycreek and Contact shareholders initially will hold 56.4% and 43.6% of Amalco, respectively. Dissenters may receive deemed dividend treatment.
Donnycreek
A TSV-listed oil and gas Alberta company.
Contact
A TSV-listed oil and gas Alberta company.