CALGARY, ALBERTA – November 20, 2015 – Canadian International Oil Corp. ("CIOC") announces that Riverstone Seneca B.V. ("Riverstone"), a shareholder of CIOC and an affiliate of Riverstone Holdings LLC, intends to make an offer (the "Offer") to purchase any of the CIOC common shares ("Common Shares") and Common Share purchase warrants with an exercise price of $1.20 per warrant ("Warrants") not owned by Riverstone and its affiliates for cash consideration of $1.675 per Common Share and $0.475 per Warrant, respectively.
CIOC understands that the Offer is being made to facilitate the acquisition by Riverstone of certain Common Shares and Warrants it has negotiated to purchase in the secondary market, which it is not permitted to purchase under applicable securities laws without extending the Offer to all shareholders and warrantholders.
In connection with the Offer, the CIOC board of directors established a committee (the "Independent Committee") of directors, who are independent in connection with the transaction, to, among other things, consider and review the Offer and supervise the preparation of the independent formal valuation of the Common Shares and Warrants required to be obtained under applicable securities laws. The Independent Committee retained CIBC World Markets Inc. ("CIBC") as independent valuator and financial advisor. CIBC concluded that, as of November 16, 2015, the fair market value of the securities is in the range of $1.50 to $2.50 per Common Share and $0.37 to $1.34 per Warrant. This conclusion was subject to the assumptions, limitations and qualifications noted in the formal valuation. CIBC also provided an opinion to the Independent Committee that, as of November 16, 2015, and based upon and subject to the assumptions, limitations and qualifications set out in such opinion, the consideration offered pursuant to the Offer is fair, from a financial point of view, to holders of Common Shares and Warrants, respectively.
The CIOC board of directors, acting upon the unanimous recommendation of the Independent Committee and after consultation with its independent legal advisors and with the Riverstone nominee to the board of directors abstaining, is not making a recommendation to shareholders and warrantholders as to whether or not to accept the Offer. While the board of directors is not making a recommendation with respect to the Offer, each of the directors and officers of CIOC has indicated that he or she does not intend to accept the Offer.
Shareholders and warrantholders are urged to make their own decisions regarding whether to accept or reject the Offer after carefully considering the Offer and the factors set out under the heading "Reasons For No Recommendation" in the directors' circular in respect of the Offer.
The Offer will not be subject to a financing condition, will contain limited and customary conditions and will expire at 5:00 p.m. (Toronto time) on December 29, 2015, unless withdrawn or extended. Riverstone has agreed with CIOC that, in connection with the Offer, it will not make a subsequent acquisition transaction of CIOC, such as a compulsory acquisition or second step business combination and, accordingly, securityholders who do not accept the Offer will be able to continue to participate in CIOC. Riverstone has also agreed with CIOC that in the event it takes up the securities deposited under the Offer, Riverstone will make a public announcement of the foregoing matters and extend the period during which Common Shares and Warrants may be deposited and tendered to the Offer for a period of not less than ten business days after the date of such announcement. This will provide securityholders who do not tender to the Offer prior to the expiry time another opportunity to make a decision on whether to accept the Offer depending on the acceptance of the Offer by other securityholders.
Full details of the Offer will be set out in the formal take-over bid circular and related documents, which are expected to be mailed to the holders of Common Shares and Warrants, together with the directors' circular, on or about November 23, 2015. The take-over bid circular and directors' circular will be available on CIOC's website at www.cioc.com. A full copy of the formal valuation will be contained in the take‐over bid circular and securityholders of CIOC are encouraged to read the formal valuation carefully and in its entirety for a description of the analyses, scope, assumptions, limitations and qualifications relating to the formal valuation.
About Canadian International Oil Corp.
Founded in 2010, CIOC is a privately held oil and gas company based in Calgary. CIOC's primary asset base is in the Deep Basin of West Central Alberta. CIOC controls and operates on average approximately 94% of this asset base, which comprises approximately 192,000 acres prospective for the Montney and 219,000 acres prospective for the Duvernay.
About Riverstone Holdings LLC
Riverstone is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with over $31 billion of capital raised to date. Riverstone conducts buyout and growth capital investments in the exploration & production, midstream, oilfield services, power and renewable sectors of the energy industry. With offices in New York, London, Houston and Mexico City, the firm has committed over $29 billion to 120 investments in North America, Latin America, Europe, Africa and Asia.
Forward Looking Statements
Certain statements contained in this press release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation, including, but not limited to, statements with respect to management's assessment of future plans, operations and strategies and the outcome thereof, the Offer and its terms and conditions, the making and completion of the Offer and the timing thereof, the decision of the board of directors to not make a recommendation to securityholders in respect of the Offer, the intention of the directors and officers of CIOC to not accept the Offer, and other matters related to the foregoing. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance or may be identified by reference to a future date. Accordingly, undue reliance should not be placed on forward-looking statements because CIOC can give no assurance that such expectations will prove to be correct.
With respect to forward-looking statements contained in this press release, CIOC has made assumptions regarding, among other things: the terms, conditions and timing of the Offer and the completion thereof; availability of future acquisition opportunities; future capital expenditure levels; future oil and natural gas prices; future oil and natural gas production levels; future exchange rates and interest rates; ability to obtain equipment and services in a timely manner to carry out development activities; ability to market oil and natural gas successfully to current and new customers; the impact of increasing competition; the ability to obtain financing on acceptable terms; the general stability of the economic and political environments in which CIOC operates; the timely receipt of any required regulatory approvals; the ability of CIOC to obtain qualified staff, equipment and services in a timely and cost efficient manner; that CIOC will have sufficient cash flow, debt or equity sources or other financial resources required to fund its capital and operating expenditures and requirements as needed; that CIOC's conduct and results of operations will be consistent with its expectations; that CIOC will have the ability to develop its oil and gas properties in the manner currently contemplated; the estimates of CIOC's reserves and contingent resource volumes and the assumptions related thereto (including commodity prices and development costs) are accurate in all material respects; and that CIOC will have the ability to add production and reserves through development and exploitation activities. Although CIOC believes that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the foregoing list is not exhaustive of all assumptions which have been considered.
Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forwardlooking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause CIOC's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: any change to the terms, conditions or timing of the Offer; any event, circumstance, change or effect that is material to the business, condition, assets, liabilities or results of operations of CIOC or otherwise material to the board of director's consideration of the Offer; any withdrawal or material amendment of the formal valuation or fairness opinion; the ability of management to execute its business plan; general economic and business conditions; the risks of the oil and natural gas industry, such as operational risks in exploring for, developing and producing crude oil and natural gas and market demand; the possibility that government policies or laws may change or governmental approvals may be delayed or withheld; risks and uncertainties involving geology of oil and natural gas deposits; CIOC's ability to enter into or renew leases; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production (including decline rates), costs and expenses; fluctuations in oil and natural gas prices, foreign currency exchange rates and interest rates; health, safety and environmental risks; risks associated with unexpected potential future law suits and regulatory actions against CIOC; and uncertainties as to the availability and cost of financing. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties.
The forward-looking statements contained in this press release speak only as of the date of this press release. Except as expressly required by applicable securities laws, CIOC does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
For further information please contact:
Scott W. Sobie
President and Chief Executive Officer