Marquee Petroleum and SkyWest Energy Announce Business Combination
October 11 2011 - 8:30AM
Marketwired Canada
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Marquee Petroleum Ltd. ("Marquee") (TSX VENTURE:MQE) and SkyWest Energy Corp.
("SkyWest") (TSX VENTURE:SKW) are pleased to announce they have entered into an
arrangement agreement (the "Arrangement Agreement") providing for the
combination of the businesses of Marquee and SkyWest (the "Transaction"). The
transaction will establish a well capitalized, resource play focused,
exploration and development company targeting primarily high netback oil
production in east central and southern Alberta.
Under the terms of the Arrangement Agreement and the plan of arrangement (the
"Arrangement"), Marquee will amalgamate with a wholly-owned subsidiary of
SkyWest and Marquee shareholders will receive 1.35 SkyWest common shares
("SkyWest Shares") for each Marquee common share ("Marquee Shares"). Upon
completion of the Arrangement the shares of the combined company (the "New
Marquee") will be consolidated on an 8:1 basis, and the name of SkyWest will be
changed to Marquee Energy Ltd.
Pro forma the Transaction, and as described further herein, New Marquee expects
to have current production of approximately 2,000 boe/d, net debt of
approximately $18 million and approximately 41.5 million common shares
outstanding post-consolidation (assuming no conversion of convertible securities
of SkyWest and Marquee).
After completion of the Transaction, New Marquee will be led by the current
management team of Marquee, including Richard Thompson as President and Chief
Executive Officer, Hany Beshry as Executive Vice-President, Exploration, Roy
Evans as Vice President, Finance and Chief Financial Officer, Elizabeth
Burke-Gaffney as Vice President, Land and Trevor Rath as Vice President,
Engineering. The Board of Directors of New Marquee will comprise of four members
of Marquee's current Board of Directors, Dennis Feuchuk (Chairman of the Board),
Richard Alexander, Bruce Hammond, Richard Thompson and two members of SkyWest's
current Board of Directors, Robert D. Steele and Donald A. Garner.
The Marquee management team has a proven track record of significant oil and gas
discoveries and value creation as the core geological and geophysical team
behind several successful junior growth oriented public companies, including:
Cypress Energy Inc., Cequel Energy Inc., Cyries Energy Inc. and Cequence Energy
Ltd.
Highlights of the Pro Forma Combined Company
The business combination is beneficial for both shareholder groups as it
materially enhances and accelerates Marquee's ability to develop its suite of
oil focused assets in east central and southern Alberta while providing SkyWest
with diversified exposure to additional resource potential. New Marquee plans to
optimize and maintain existing SkyWest assets while redirecting the majority of
SkyWest's free cash flow into developing its inventory of oil opportunities in
the Viking, Cardium, Banff, Mannville, Sunburst and Montney formations.
Key Attributes of the Combined Company
-- Current production of approximately 2,000 boe/d, approximately 40%
percent of which is light oil and natural gas liquids
-- Large inventory of approximately 160 horizontal drilling locations prior
to downspacing in key resource plays, including Viking, Mannville and
Banff at East Central Alberta, Cardium light oil locations at Greater
Pembina, Sunburst oil at Coutts and Montney and Nordegg at Ante Creek
-- Extensive landholdings with total land of 106,000 net acres, including
88,000 net undeveloped acres
-- Pro forma indebtedness of approximately $18 million1, with a combined
total credit facility of $36 million providing financial flexibility for
ongoing capital expenditures
-- Market capitalization of approximately $81.4 million2 (approximately
41.5 million basic shares outstanding (post-consolidation)) and an
enterprise value of approximately $99.4 million
-- Tax pools estimated at $74 million as at June 30, 2011, on a pro forma
basis
(1) Based on the estimated net debt for Marquee and SkyWest as at September
30, 2011, net of estimated transaction costs.
(2) Based on SkyWest's closing trading price on October 7, 2011, after
giving effect to the Arrangement.
Pro Forma Reserves
Proved plus Probable Reserves: 985 Mboe (Marquee as of December 31, 2010)(1)
438 Mboe (properties acquired by Marquee in
East Central Alberta as of June 30, 2011)(2)
10,967 Mboe (SkyWest as of December 31,
2010)(3)
(1) As evaluated by Sproule Associates Limited in an independent reserves
assessment and evaluation of the oil and gas properties of Marquee with
an effective date of December 31, 2010.
(2) As evaluated by GLJ Petroleum Consultants Ltd. in an independent
reserves assessment and evaluation of the East Central properties of
Marquee with an effective date of June 30, 2011.
(3) As evaluated by Sproule Associates Limited in an independent reserves
assessment and evaluation of the oil and gas properties of SkyWest with
an effective date of December 31, 2010.
Summary of Areas
New Marquee expects to develop four main core areas, highlights of which are
as follows:
East Central Alberta
-- Current production of approximately 120 boe/d, with an additional 85
boe/d behind pipe awaiting tie-in;
-- 68 net sections with an average working interest of 100%; and
-- plans to drill four wells targeting the Viking or Mannville formations
at Provost in addition to two Mannville horizontal wells and three Banff
reactivations at Michichi in Q4, 2011.
Greater Pembina Area, Alberta
-- Current production of approximately 1,500 boe/d;
-- 35 net sections of land with Cardium rights;
-- upwards of 100 identified horizontal locations targeting the Cardium
formation;
-- currently undergoing completion and tie-in of three wells drilled at
Willesden Green since June, 2011; and
-- plans to drill up to two follow-up horizontal Cardium wells prior to
year-end.
Coutts, Alberta
-- Current production of approximately 7 bbl/d from one legacy vertical
well;
-- prospective for Sunburst oil as identified on existing well control;
-- 5 net sections with an average working interest of 57%;
-- up to 20 contingent locations identified for Sunburst oil; and
-- plans to drill a horizontal well targeting the Sunburst formation in Q4,
2011.
Ante Creek, Alberta
-- 5.7 net sections with an average working interest of 93%;
-- 7 net identified Montney horizontal drilling locations, with potential
to down space;
-- potential exposure to emerging Nordegg play; and
-- reactivation opportunities for Montney and Nordegg oil and liquids-rich
gas production.
Mr. Richard Thompson, President & Chief Executive Officer of Marquee stated:
"Marquee is very pleased to announce this transaction, which simultaneously
accomplishes several steps in building value for Marquee shareholders. Following
the completion of the transaction, the combined company will be a high growth,
oil focused exploration and development company with a portfolio of excellent
resource opportunities across a diversified suite of assets, with the necessary
size and critical mass to efficiently execute on these opportunities. We believe
that the prospects in front of us will position the combined company for
significant ongoing growth on an absolute and per share basis for years to
come."
Lawrence Urichuk, President & Chief Executive Officer of SkyWest noted: "This
transaction is very exciting for both Marquee and SkyWest shareholders. SkyWest
has established key land positions in the Cardium play, which will be unified
with Marquee's interest in the area, and a solid production base from which to
fund further growth. This business combination will create a company with the
technical expertise and financial strength to compete in the play types in our
joint inventory, focusing on horizontal and vertical development opportunities
in an increased number of areas."
Outlook
New Marquee will proceed with its previously identified near-term capital
program focused on east central and southern Alberta oil targets. Near-term
drilling is currently expected to include: four Viking or Mannville wells at
Provost, two Mannville horizontal wells and three Banff reactivations at
Michichi, one horizontal Sunburst well at Coutts and up to two follow-up
horizontal Cardium wells in the Greater Pembina area.
Board of Directors Recommendations
The Board of Directors of Marquee has approved, with Dennis Feuchuk abstaining
due to his involvement with both companies, the Arrangement Agreement,
determined that the Transaction is fair to holders of Marquee Shares, is in the
best interests of Marquee and the holders of Marquee Shares and resolved to
recommend that holders of Marquee Shares vote in favour of the Arrangement.
Management, directors and certain shareholders of Marquee holding approximately
56% of the issued and outstanding Marquee Shares have entered into support
agreements to vote their Marquee Shares in favour of the Arrangement at the
Marquee Meeting.
In addition to approving the Arrangement, SkyWest Shareholders will be asked to
approve a name change of SkyWest to "Marquee Energy Ltd." and a concurrent
consolidation of the SkyWest Shares on a 8:1 basis. As such, SkyWest will be
required to obtain the approval of 66 2/3% of its shareholders for the two
aforementioned proposals. The Board of Directors of SkyWest has unanimously
approved, with Dennis Feuchuk abstaining due to his involvement with both
companies, the Arrangement Agreement, and resolved to recommend that holders of
SkyWest Shares approve the name change and consolidation of the SkyWest Shares
pursuant to the Arrangement. Management, directors and certain shareholders of
SkyWest holding approximately 6% of the issued and outstanding SkyWest Shares
have entered into support agreements pursuant to which they have agreed to vote
in favour of the Arrangement, the name change, the consolidation of the SkyWest
Shares and the election of the reconstituted board of directors at the SkyWest
Meeting.
Financial Advisors
Dundee Securities Ltd. is acting as exclusive financial advisor to Marquee in
connection with the Arrangement and has provided Marquee's Board of Directors
with its verbal opinion that, as of the date of such opinion, the consideration
to be received by Marquee shareholders pursuant to the Agreement is fair, from a
financial point of view, to the Marquee shareholders.
Peters & Co. Limited is acting as exclusive financial advisor to SkyWest in
connection with the Arrangement and has provided SkyWest's Board of Directors
with its verbal opinion that, as of the date of such opinion, that the
consideration to be paid in respect of the Arrangement is fair, from a financial
point of view, to the SkyWest Shareholders.
The Combination
The Arrangement will be effected pursuant to the provisions of the Business
Corporations Act (Alberta). The completion of the Transaction is subject to the
satisfaction of a number of conditions, including court and regulatory approvals
and the approval by the shareholders of Marquee and SkyWest. The Arrangement
will need to be approved by 66 2/3% of the Marquee shareholders at a special
meeting expected to be held in early December 2011 (the "Marquee Meeting"). The
combination and the re-constitution of the SkyWest Board of Directors will need
to be approved by a simple majority of the SkyWest shareholders at a special
meeting (the "SkyWest Meeting") to be held concurrently with the Marquee
Meeting. In addition, 66 2/3% of the SkyWest shareholders will need to approve
the name change of SkyWest and the consolidation of the SkyWest Shares.
Under the terms of the Arrangement Agreement, each of SkyWest and Marquee has
agreed that it will not solicit or initiate any inquiries or discussions
regarding any other business combination. Each of SkyWest and Marquee has
granted the other the right to match any superior proposals. The Arrangement
Agreement also provides for the payment of a $1 million termination fee to
SkyWest under certain circumstances and a $2 million termination fee to Marquee
under certain circumstances, if the transaction is not completed.
Complete details of the terms of the Transaction are set out in the Arrangement
Agreement and plan of arrangement, which will be filed by Marquee and will be
available for viewing under Marquee's profile at www.sedar.com. The mailing of a
joint information circular to the respective shareholders of Marquee and SkyWest
regarding the Marquee Meeting and SkyWest Meeting is expected to occur in early
November.
About Marquee
Marquee is a Calgary-based emerging junior oil and gas company currently focused
on high netback oil production in southern and east central Alberta.
About SkyWest
SkyWest Energy Corp. is a Cardium focused, public oil and gas exploration and
development company, located in Calgary, Alberta with operations in Alberta and
Saskatchewan.
Forward Looking Information
Certain information included in this press release constitutes forward-looking
information under applicable securities legislation. Such forward-looking
information is provided for the purpose of providing information about
management's current expectations and plans relating to the future. Readers are
cautioned that reliance on such information may not be appropriate for other
purposes, such as making investment decisions. Forward-looking information
typically contains statements with words such as "anticipate", "believe",
"expect", "plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook. Forward-looking
information in this press release may include, but is not limited to,
information with respect to: the amount of potential reserves; operational
decisions and the timing thereof, development and exploration plans and the
timing thereof; future debt levels; future production levels; timing for
completion of the Arrangement and the anticipated benefits resulting from the
Arrangement described in this press release. Forward-looking information is
based on a number of factors and assumptions which have been used to develop
such information but which may prove to be incorrect. Although Marquee believes
that the expectations reflected in such forward-looking information is
reasonable, undue reliance should not be placed on forward-looking information
because neither Marquee or SkyWest can give assurance that such expectations
will prove to be correct. In addition to other factors and assumptions which may
be identified in this press release, assumptions have been made regarding and
are implicit in, among other things: field production rates and decline rates;
the ability of Marquee and SkyWest to secure adequate product transportation;
the ability of Marquee and SkyWest to complete the Arrangement described in this
press release and, once completed, to realize the anticipated benefits of such
business combination and other transactions; the timely receipt of any required
regulatory approvals (including Court and shareholder approvals); the ability to
obtain qualified staff, equipment and services in a timely and cost efficient
manner to develop its business; the ability to operate the properties in a safe,
efficient and effective manner; the ability to obtain financing on acceptable
terms; the ability to replace and expand oil and natural gas reserves through
acquisition, development of exploration; the timing and costs of pipeline,
storage and facility construction and expansion; future oil and natural gas
prices; currency, exchange and interest rates; the regulatory framework
regarding royalties, taxes and environmental matters; and the ability to
successfully market its oil and natural gas products. Readers are cautioned that
the foregoing list is not exhaustive of all factors and assumptions which have
been used.
Forward-looking information is based on current expectations, estimates and
projections that involve a number of risks and uncertainties which could cause
actual results to differ materially from those anticipated by Marquee and
SkyWest and described in the forward-looking information. The material risk
factors affecting Marquee and its business are contained in Marquee's Annual
Information Form which is available under Marquee's issuer profile on SEDAR at
www.sedar.com. The material risk factors affecting SkyWest and its business are
contained in SkyWest's Annual Information Form which is available under
SkyWest's issuer profile on SEDAR at www.sedar.com.
The forward-looking information contained in this press release is made as of
the date hereof and neither Marquee or SkyWest undertake any obligation to
update publicly or revise any forward-looking information, whether as a result
of new information, future events or otherwise, unless required by applicable
securities laws. The forward looking information contained in this press release
is expressly qualified by this cautionary statement.
Additional Advisories
Boes are presented on the basis of one Boe for six Mcf of natural gas.
Disclosure provided herein in respect of Boes may be misleading, particularly if
used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, nor shall there be any sale of
the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The Subscription Receipts and Marquee Shares to be offered
have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended and may not be offered or sold in the United States or to a
U.S. person absent registration or an applicable exemption from the registration
requirements.
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