/THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS/
CALGARY,
Jan. 20, 2014 /CNW/ - (TSX
Venture: WX) — Wrangler West Energy Corp.
("Wrangler" or the "Company") is pleased to announce
that it has entered into an agreement (the "Amalgamation
Agreement") with Trident Exploration Corp. ("Trident")
and 981443 Alberta Ltd. ("981443"), a wholly owned
subsidiary of Trident, pursuant to which Trident will acquire
Wrangler through the amalgamation of 981443 with Wrangler under the
Business Corporations Act (Alberta) (the "Amalgamation"), and
Wrangler shareholders will receive cash consideration of
$0.2552 per common share in the
capital of Wrangler (the "Shares"). The purchase price
values Wrangler at approximately $7.5
million, including the assumption of Wrangler's estimated
net debt. The Amalgamation represents an approximate 27.6% premium
to the closing price of the Shares on the TSX Venture Exchange on
December 31, 2013. The Shares
have not traded since December 31,
2013.
It is a condition of the Amalgamation that all
outstanding stock options of Wrangler will have been terminated
prior to the completion of the Amalgamation. In connection with the
Amalgamation, the Shares are expected to be delisted from the TSX
Venture Exchange.
The Board of Directors has unanimously approved
the Amalgamation and has determined that it is in the best
interests of Wrangler. The Board of Directors unanimously
recommends that Wrangler shareholders vote their Shares in favour
of the Amalgamation. The directors and officers of Wrangler,
representing approximately 60.57% of the outstanding Shares, have
entered into lock-up agreements pursuant to which they have agreed
to vote their Shares in favour of the Amalgamation. An
Information Circular regarding the Amalgamation is expected to be
mailed to security holders on or about February 4, 2014 for a special meeting of the
shareholders of Wrangler, expected to take place on or about
March 4, 2014, with closing of the
Amalgamation anticipated to occur shortly thereafter.
Sayer Energy Advisors is acting as exclusive
financial advisor to Wrangler with respect to the Amalgamation, and
has provided the Board of Directors of Wrangler with an opinion
that the consideration to be received under the Amalgamation is
fair, from a financial point of view, to the holders of Wrangler
Shares.
The Amalgamation is subject to receipt of
customary regulatory approvals, including the approval of the TSX
Venture Exchange and the approval of 66 2/3% of Wrangler
shareholders at a special meeting of Wrangler shareholders and, if
required, the approval of a "majority of the minority" of the
Company's shareholders, being a majority of the votes cast by
shareholders excluding shareholders whose votes may not be included
pursuant to Multilateral Instrument 61-101 Protection of
Minority Securityholders in Special Transactions. Closing of
the Amalgamation is also subject to the satisfaction of a number of
conditions precedent customary for transactions of this nature.
The Amalgamation Agreement includes customary
non-solicitation covenants (subject to the fiduciary obligations of
the board of directors of Wrangler and the right of Trident to
match any Superior Proposal (as defined in the Amalgamation
Agreement) within five days). In the event the Amalgamation does
not proceed, under certain circumstances attributable to Wrangler,
Wrangler has agreed to pay a non-completion fee of $400,000 to Trident. In the event the
Amalgamation does not proceed, under certain circumstances
attributable to Trident, Trident has agreed to pay a non-completion
fee of $400,000 to Wrangler. The
Information Circular and Amalgamation Agreement will be filed by
Wrangler on SEDAR.
Wrangler is a Canadian junior crude oil and
natural gas producer which explores for and develops natural gas
and crude oil production assets in the Province of Alberta. Since inception, the Company's
mandate has been to use the drill bit to add shareholder value.
Disciplined management of operations and the production portfolio
creates funds flow for ongoing operations.
Reader Advisories
Forward-Looking Statements: This press
release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The
use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project",
"should", "believe", "plans", "intends" and similar expressions are
intended to identify forward-looking statements or information.
More particularly and without limitation, this press release
contains forward-looking statements and information concerning: the
timing and anticipated receipt of required regulatory and
shareholder approvals for the Amalgamation; the ability of Wrangler
and Trident to satisfy the other conditions to, and to complete,
the Amalgamation; and the anticipated timing of the mailing of the
information circular and holding of the special meeting regarding,
and the closing of, the Amalgamation.
In respect of the forward-looking statements
and information concerning the anticipated completion of the
proposed Amalgamation and the anticipated timing for completion of
the Amalgamation, Wrangler has provided such in reliance on certain
assumptions that it believes are reasonable at this time, including
assumptions as to the time required to prepare and mail Wrangler
shareholder meeting materials, including the required information
circular; the ability of the parties to receive, in a timely
manner, the necessary regulatory and shareholder approvals, and the
ability of the parties to satisfy, in a timely manner, the other
conditions to the closing of the Amalgamation. These dates may
change for a number of reasons, including unforeseen delays in
preparing meeting materials, inability to secure necessary
shareholder, regulatory or other third party approvals in the time
assumed or the need for additional time to satisfy the other
conditions to the completion of the Amalgamation. 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 Amalgamation include the failure of Wrangler or
Trident to obtain necessary shareholder or regulatory approvals, or
to otherwise satisfy the conditions to the Amalgamation, in a
timely manner, or at all. Failure to so obtain such approvals, or
the failure of Wrangler or Trident to otherwise satisfy the
conditions to the Amalgamation, may result in the Amalgamation not
being completed on the proposed terms, or at all. In addition, the
failure of Wrangler to comply with the terms of the Amalgamation
Agreement may result in Wrangler being required to pay a
non-completion fee to Trident, the result of which could have
a material adverse effect on Wrangler's financial position
and results of operations and its ability to fund growth prospects
and current operations.
Readers are cautioned that the foregoing list
of factors is not exhaustive. Additional information on other
factors that could affect the operations or financial results of
Wrangler are included in reports on file with applicable securities
regulatory authorities and which may be accessed on Wrangler's
SEDAR profile at www.sedar.com. The forward-looking statements and
information contained in this press release are made as of the date
hereof and Wrangler 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.
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 news release.
SOURCE Wrangler West Energy Corp.