Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 10 2023 - 7:31AM
Edgar (US Regulatory)
Filed by Baytex Energy Corp.
(Commission File No. 1-32754)
pursuant to Rule 425 of the Securities Act of 1933
Subject Companies: Ranger
Oil Corporation
(Commission File No. 1-13283)
| 82%
Acc
2retion
0
to Fre%e Cash Flow per
share & return of capital per share
50%
Free Cash Flow for direct
shareholder returns
Operated production increases to
Baytex's board of directors unanimously recommends that shareholders of Baytex
vote FOR the issuance of common shares of Baytex in connection with the transaction.
ENHANCE DIRECT SHAREHOLDER RETURNS
$0.09
Anticipated Annualized Dividend
per Baytex common share
MAINTAIN A STRONG BALANCE SHEET AND
PRUDENT FINANCIAL FLEXIBILITY
1.0X
Total Debt to EBITDA
BECOME A LEADER IN RESPONSIBLE
ENERGY PRODUCTION
16%
Average GHG Emissions intensity
BAYTEX TO ACQUIRE RANGER OIL
BUILDING A QUALITY NORTH AMERICAN OIL-WEIGHTED E&P
BUILD A STRONG AND RESILIENT OPERATING PLATFORM
IN THE EAGLE FORD
741
Net undrilled locations
12-15
Years of high quality Inventory
Ranger's Assets represent
ANNUAL AND SPECIAL MEETING: MAY 15, 2023
Please refer to the information circular and proxy statement of Baytex dated April 3, 2023 (the "Information Circular")
for complete details on the transaction.
1
2
1
3
5
1 & 4
Or contact Kingsdale Advisors toll free at
1.866.851.2743, collect at 416.867.2272 or
via email at contactus@kingsdaleadvisors.com.
www.BaytexASM.com
HAVE QUESTIONS? NEED HELP VOTING?
6 |
| NOTES:
(1)
(2)
(4)
(3)
(5)
Accretion metrics based on the 12-month period from closing of the merger, July 1, 2023 to June 30, 2024, and the
following commodity prices: WTI - US$75/bbl; MEH premium to WTI - US$2/bbl, WCS differential to WTI - US$17.50/bbl;
NYMEX Gas - US$3.50/MMbtu; Exchange Rate (CAD/USD) - 1.35. Based on the weighted average common shares of
Baytex outstanding before and after giving effect to the merger. Pro forma forecast production includes Baytex
production of 88,000 to 90,000 boe/d (working interest) and Baytex's internal estimate for Ranger production of 67,000
to 70,000 boe/d (working interest).
EBITDA is calculated in accordance with the Baytex's credit facilities agreement which is available on SEDAR at
www.sedar.com. Total Debt to EBITDA ratio based on estimated total debt for Baytex and Ranger on closing of the
merger, including estimated transaction costs. EBITDA based on the 12-month period from closing, July 1, 2023 to June
30, 2024.
Based on Baytex's closing share price on February 24, 2023 of $5.74. Following closing of the transaction, management
expects to recommend that a dividend, to be paid quarterly, be set at $0.0225 per share ($0.09 per share annualized),
which is subject to the review and approval of the Baytex board of directors and there is no guarantee such dividend
will be declared by the Baytex board of directors. See "Dividend Advisory" in the Information Circular.
Specified financial measure that does not have any standardized meaning prescribed by IFRS (as defined in the
Information Circular) and may not be comparable with the calculation of similar measures presented by other entities.
See "Specified Financial Measures" in the Information Circular.
See "Advisory Regarding Oil and Gas Information" in the Information Circular.
HAVE QUESTIONS? NEED HELP VOTING?
Or contact Kingsdale Advisors toll free at
1.866.851.2743, collect at 416.867.2272 or
via email at contactus@kingsdaleadvisors.com.
www.BaytexASM.com
(6) See "Advisories" and "Advisories – Forward-Looking Information" in the Information Circular. |
IMPORTANT INFORMATION FOR SHAREHOLDERS
Important Information for Shareholders and Where to Find It
No Offer or Solicitation
This communication relates
to the proposed acquisition by Baytex Energy Corp. (“Baytex”) of certain assets from Ranger Oil Corporation
(“Ranger”) (the “Transaction”). This communication is not intended to and does not
constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval
with respect to the Transaction or otherwise, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities in the United States shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933.
Important Additional Information and Where to Find It
In connection with the proposed
Transaction, Baytex filed a registration statement on Form F-4 (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) on April 7, 2023 to register the Baytex securities to be issued in connection
with the proposed Transaction (including a prospectus therefor). Baytex and Ranger also plan to file other documents with the SEC regarding
the proposed Transaction. This communication is not a substitute for the Registration Statement or the prospectus or for any other document
that Baytex or Ranger may file with the SEC in connection with the Transaction. U.S. INVESTORS AND U.S. HOLDERS OF BAYTEX AND RANGER
SECURITIES ARE URGED TO READ THE REGISTRATION STATEMENT AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BAYTEX, RANGER AND THE PROPOSED TRANSACTION. Shareholders can obtain free copies of the
Registration Statement, prospectus and other documents containing important information about Baytex and Ranger once such documents are
filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies
of such documents may also be obtained from Baytex and Ranger without charge.
Participants in the Solicitation
Baytex, Ranger and certain
of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies from the Baytex’s shareholders and the solicitation of proxies from Ranger’s shareholders, in each
case with respect to the Transaction. Information about Baytex’s directors and executive officers is available in the Annual Information
Form published February 23, 2023 and in the proxy statement/prospectus. Information about the Ranger’s directors and executive
officers is available in its definitive proxy statement for its 2022 annual meeting filed with the SEC on April 1, 2022, and in the
proxy statement/prospectus. Other information regarding the participants in the solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the Registration Statement, the proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the Transaction when they become available. Shareholders, potential investors and other readers
should read the proxy statement/prospectus carefully before making any voting or investment decisions.
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