VAQEF...
This is a screw job... 6.31 take out
Highpine Oil & Gas Limited and Vaquero Energy Ltd. announce proposed merger
CALGARY, April 6 /CNW/ - Highpine Oil & Gas Limited ("Highpine") and Vaquero Energy Ltd. ("Vaquero") are pleased to jointly announce that the two companies have entered into a merger agreement, whereby Highpine will acquire all of the issued and outstanding shares of Vaquero pursuant to a Plan of
Arrangement (the "Arrangement") to be approved by the Vaquero shareholders no later than June 30, 2005.
Under the Arrangement, shareholders of Vaquero will receive for each common share of Vaquero held 0.391 of a class "A" common share of Highpine.
This transaction creates the dominant player in the exciting Pembina Nisku exploration trend in West Central Alberta where both companies have
focused their operations.
Highpine will continue to be managed by its current executive team led by Mr. Gordon Stollery, Chairman, President and Chief Executive Officer and Mr.
Greg Baum, Executive Vice President and Chief Operating Officer. In addition, Highpine is pleased to announce that Mr. Robert Waldner, President and Chief Executive Officer of Vaquero, has agreed to join the board of directors of
Highpine upon the successful completion of the Arrangement.
"I am very excited to be able to announce the merger of Highpine and Vaquero," said Mr. Stollery. "The combination creates significant synergies at Pembina where, on a combined basis, we have the largest land and seismic position, control of infrastructure and facilities, and the most extensive
knowledge and experience on the play. In conjunction with the transaction, and as an example of these synergies, I am also able to announce positive test results of the new 9-35 exploration well of which Highpine owns 60% and Vaquero owns 40%." (See below for "Exploration and Operations Update"
details.)
Mr. Waldner added, "I am extremely proud of the achievements of the Vaquero team over the past 3 1/2 years and the value we have created for our shareholders. In this merger we are able to offer our shareholders the opportunity to continue to participate in the growth in the Pembina area
through the stock of Highpine, which pro-forma will have an enterprise value of approximately $1 billion. We have worked closely with Gordon Stollery and the Highpine team in the Pembina area for a number of years and I am very confident in their ability to continue to successfully explore and develop
this high impact play in the future. I strongly believe that this combination will benefit both shareholder groups."
Pro Forma Highpine Highlights:
The merged entity will be a light oil exploration company with its core asset base located in Western Canada's most exciting oil exploration play on the prolific Pembina Nisku trend. In addition, Highpine will have diversified exploration and development opportunities in Joffre/Gilby, Windfall, Chip
Lake, Bantry/Retlaw, McLeod/Goodwin, and Sturgeon Lake.
Pro forma the current production from the merged entity, including Pembina, will be between 7,000 to 7,500 boe/d. The total productive capability, including behind-pipe production will be 13,000 to 14,000 boe/d.
At Pembina, pro forma, Highpine will have:
- Total undeveloped land of approximately 59,000 net acres
- An average working interest of approximately 67%
- A 3-D seismic base of approximately 1,000 square kilometres, that essentially covers the entire play
- Ownership in 15 of the 19 discoveries made to date
- Approximately 50 distinct seismically defined locations at an approximate 70% working interest
- 9 contingent locations and 16 leads/opportunities in the Nisku play
- Current Pembina production of approximately 4,000 boe/d plus behind pipe production of approximately 5,600 boe/d for a total productive capability of 9,600 boe/d.
- Control of facilities with a capacity net to Highpine of almost 18,000 bbls/d.
In addition to Pembina, Highpine will have six additional core areas at Joffre/Gilby, Windfall, Chip Lake, Bantry/Retlaw, McLeod/Goodwin, and Sturgeon
Lake.
On a combined basis, the two companies have a capital expenditure budget of $120 million and intend to drill approximately 40 to 50 wells for the remainder of 2005. Highpine estimates that its pro forma exit production for
2005 should range between 11,700 and 13,200 boe/d. Total combined net debt is approximately $50 million as of April 6, 2005 (pro forma proceeds from Highpine's initial public offering) and Highpine, on closing of the Arrangement, will have approximately 44.5 million basic and 46.3 million fully
diluted class "A" common shares outstanding.
Exploration and Operations Update
The 9-35-48-8 W5M exploration well (100% jointly owned by Highpine and Vaquero) encountered approximately 26 metres (85 feet) of hydrocarbons in the Nisku formation. After completion, the well tested at a stabilized rate of 760
bbls/d of 41.6 degrees API oil over a 43 hour test period. This rate was conducted at a very restricted rate and exhibited normal gas to oil ratios and no water. Highpine expects the on-stream rate to substantially exceed this
rate. As a result of this successful test, Highpine has identified up to an additional five offset drilling locations that it intends to apply to license
and drill as soon as possible.
Highpine's Violet Grove Battery is currently under construction and scheduled to be completed in May 2005. Completion of this facility should allow most of the behind-pipe production in the Pembina area to come on stream.
Management and Board Recommendations
The Arrangement has the unanimous support of the board of directors of both Vaquero and Highpine.
The board of directors of Vaquero has concluded that the Arrangement is in the best interests of its shareholders and will recommend that Vaquero shareholders vote their Vaquero shares in favour of the Arrangement. Directors and officers of Vaquero, holding approximately 6.4% of the fully diluted common shares of Vaquero, have entered into lock-up agreements whereby they have agreed to vote their Vaquero shares in favour of the Arrangement. Tristone Capital Inc. has acted as financial advisor to Vaquero and has provided the board of directors of Vaquero with their fairness opinion, subject to their review of the final form of the documents effecting the
Arrangement, that the consideration to be received pursuant to the Arrangement is fair, from a financial point of view.
The board of directors of Highpine has unanimously approved the Arrangement and has received an opinion from FirstEnergy Capital Corp. that the transaction is fair, from a financial point of view, subject to a review of the final form of documents effecting the Arrangement.
Vaquero has agreed to pay Highpine a non-completion fee in the amount of $10.9 million in certain circumstances if the Arrangement is not completed. Vaquero has agreed to terminate any discussions with other parties and has agreed not to solicit or initiate discussion or negotiation with any third
party with respect to alternate transactions involving Vaquero and has granted Highpine certain pre-emptive rights if Vaquero receives any other offers.
The management teams of Highpine and Vaquero will be holding a conference call to discuss the transaction today, April 6, at 2:00 P.M. MST (4:00 P.M EST). The conference call can be accessed by dialing (403) 232-6311 or (888) 458-1598, the pass code is 90156 followed by the number sign.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. The class "A" common shares of Highpine will not be and have not been registered under the United States 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 applicable exemption therefrom.
READER ADVISORY
Boes may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf to one 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.
Statements in this press release may contain forward-looking information including expectations of future production and components of cash flow and
earnings. The reader is cautioned that assumptions used in the preparation of ion may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the companies. These risks include, but are not limited to; the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks include, but are not limited to; operational risks in exploration, development and poduction, delays or changes in plans, risks associated with the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of reserves, production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information.
The reader is further cautioned that the preparation of financial statements in accordance with generally accepted accounting principles requires management to make certain judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating
reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.
For further information: Highpine Oil & Gas Limited, Suite 2200, 500 - 4th Avenue S.W., Calgary, Alberta, T2P 2V6, Canada, A. Gordon Stollery,
Chairman, President and Chief Executive Officer, Greg N. Baum, Executive Vice President and Chief Operating Officer or Harry D. Cupric, Vice President, Finance and Chief Financial Officer, Telephone: (403) 265-3333, Facsimile: (403) 265-3362; Vaquero Energy Ltd., Suite 1600, 202 - 6th Avenue S.W.,
Calgary, Alberta, T2P 2R9, Canada, Robert N. Waldner, President and Chief Executive Officer, Telephone: (403) 537-2031, Facsimile: (403) 537-2036
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