NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE U.S.
CALGARY,
Nov. 15, 2013 /CNW/ - Novus Energy
Inc. ("Novus" or the "Company") (TSXV: NVS) is
pleased to announce that its shareholders have approved the
proposed acquisition of the Company by Yanchang Petroleum
International Limited ("Yanchang Petroleum International")
through its indirect, wholly-owned subsidiary, Yanchang
International (Canada) Limited ("Yanchang Canada"),
pursuant to a plan of arrangement under the Business
Corporations Act (Alberta)
(the "Arrangement") at the annual and special meeting held
on November 15, 2013. Pursuant to the
Arrangement, Novus shareholders will receive C$1.18 in cash per common share of Novus.
The total transaction value, including net debt and transaction
costs, is approximately $320
million. The Arrangement was previously announced on
September 3, 2013 and is more fully
described in the management proxy statement and information
circular of Novus dated October 15,
2013.
The Arrangement was approved by 94.77% of the
votes cast by Novus shareholders and 94.37% of the votes cast by
Novus shareholders after excluding those votes required to be
excluded by Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions at the annual
and special meeting held on November 15,
2013.
The Arrangement was also approved by the Court
of Queen's Bench of Alberta later
the same day on November 15,
2013.
The closing of the Arrangement remains subject
to certain approvals set forth in the arrangement agreement among
Novus, Yanchang Petroleum International and Yanchang Canada dated September 3, 2013, as amended, including
approvals from governmental entities in the People's Republic of China and the
approval of a simple majority of votes cast by shareholders of
Yanchang Petroleum International at a meeting that will be called
to, among other things, consider the Arrangement. Furthermore, the
Arrangement is conditional upon Yanchang Petroleum International
finalizing financing arrangements.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
This news release will not constitute an
offer to sell or the solicitation of an offer to buy the securities
in any jurisdiction. Such securities have not been registered under
the United States Securities Act
of 1933 and may not be offered or sold in the United States, or to a U.S. person, absent
registration, or an applicable exemption therefrom.
Advisory Regarding Forward Looking
Statements
Certain disclosures set forth in this press
release constitute forward-looking statements. Any statements
contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"anticipate", "believes", "budget", "continue", "could",
"estimate", "forecast", "intends", "may", "plan", "predicts",
"projects", "should", "will" and other similar expressions. More
particularly and without limitation, this press release contains
forward-looking statements concerning: the timing and anticipated
receipt of remaining regulatory, shareholder and other approvals
for the Arrangement; and the ability of Novus and Yanchang
Petroleum International to satisfy the other conditions to, and to
complete, the Arrangement.
In respect of the forward-looking statements and
information concerning the anticipated completion of the proposed
Arrangement, Novus has provided such in reliance on certain
assumptions that it believes are reasonable at this time, including
assumptions as to the ability of the parties to receive, in a
timely manner, the remaining necessary regulatory, shareholder and
other third party approvals; and the ability of the parties to
satisfy, in a timely manner, the other conditions to closing of the
Arrangement. This information may change for a number of reasons,
including inability to secure remaining shareholder, regulatory or
other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to completion of
the Arrangement. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this press release concerning these times.
Risks and uncertainties inherent in the nature
of the Arrangement include, but are not limited to, the failure of
Novus or Yanchang Petroleum International to obtain necessary
shareholder, regulatory and other third party approvals, or to
otherwise satisfy the conditions to the Arrangement, in a timely
manner, or at all. Failure to so obtain such approvals, or the
failure of Novus or Yanchang Petroleum International to otherwise
satisfy the conditions to the Arrangement, may result in the
Arrangement not being completed on the proposed terms, or at all.
In addition, the failure of Novus to comply with the terms of the
Arrangement Agreement may result in Novus being required to pay a
non-completion or other fee to Yanchang Petroleum International,
the result of which could have a material adverse effect on Novus'
financial position and results of operations and its ability to
fund growth prospects and current operations.
Forward-looking statements relate to future
events and/or performance and although considered reasonable by
Novus at the time of preparation, may prove to be incorrect and
actual results may differ materially from those anticipated in the
statements made. Novus does not undertake any obligation to
publicly update forward-looking information except as required by
applicable securities law.
Readers are cautioned that the foregoing list of
factors is not exhaustive. Additional information on these and
other factors that could affect Novus' operations or financial
results are included in reports on file with applicable securities
regulatory authorities and may be accessed through the SEDAR
website (www.sedar.com), and at Novus' website
(www.novusenergy.ca). The forward-looking statements and
information contained in this press release are made as of the date
hereof and Novus undertakes no obligation to update publicly or
revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise, unless so
required by applicable securities laws.
SOURCE Novus Energy Inc.