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Saturday, 12/16/2006 1:59:37 PM

Saturday, December 16, 2006 1:59:37 PM

Post# of 1332
Crescent Point Energy Trust

TSX: CPG.UN

December 12, 2006


Crescent Point Energy Trust and Mission Oil & Gas Inc. announce revised merger terms and intention to reschedule shareholder meeting



CALGARY - Crescent Point Energy Trust and Mission Oil & Gas Inc. announce that Independent Committees of both Boards of Directors have unanimously approved a proposal pursuant to which Crescent Point and Mission will revise the terms (the "Revised Plan") of the previously announced Plan of Arrangement (the "Plan") under which all of Mission's issued and outstanding shares will be exchanged for trust units of Crescent Point. The Independent Committee of Mission's Board of Directors has further agreed to terminate the special meeting of the holders of the common shares of Mission (the "Meeting") scheduled for December 18, 2006 and reschedule the Meeting for early February, 2007. Mission will also seek a further amendment of the interim order of the Court of Queen's Bench of Alberta to permit the rescheduling of the Meeting to on or about February 8, 2007 and to establish new dates for the deposit of proxies and the filing of notices of objection. Mission will press release the details in respect of the new dates for the deposit of proxies and the filing of notices of objection after the Court of Queen's Bench of Alberta rules on the proposed amendment of the interim order.



REVISED PLAN



Under the terms of the Revised Plan, each issued and outstanding common share of Mission will be exchanged for 0.695 trust units of Crescent Point plus cash in the amount of $0.78 per Mission common share (comprised of Mission's prorata share of the December 2006 and January 2007 distributions plus $0.50 per Mission share). Based on the above exchange ratio, Crescent Point will issue an estimated 31.8 million trust units, assume approximately $46.5 million of net debt (net of option proceeds) and pay approximately $35.7 million in cash for a total consideration of approximately $647 million, or approximately $13.12 per Mission share, based on Crescent Point's December 11, 2006 closing price of $17.75. The Trust currently owns approximately 3.8 million Mission shares, which it purchased for $30 million, or $7.90 per Mission share, and has a total current value of approximately $50.0 million. Incorporating the Trust's existing ownership, the effective purchase price is approximately $627 million.



In agreeing to the Revised Plan, Crescent Point and Mission have agreed that either Mission or Crescent Point may terminate the arrangement agreement, without the payment of any termination fee to the other, upon receipt and review of the Proposals. The Revised Plan requires the requisite approval of Mission shareholders along with customary regulatory, court and other approvals.



An information circular in respect of the Revised Plan is expected to be mailed to Mission's shareholders in early January, 2007. This will allow the Revised Plan to be implemented on or about February 9, 2007, allowing shareholders of Mission who receive units of the Trust pursuant to the Revised Plan to receive the February distribution on the trust units payable March 15, 2007, which distribution is expected to be $0.20 per trust unit.



RATIONALE



On October 31, 2006, the federal Minister of Finance announced proposed changes to the Income Tax Act (Canada) affecting the taxation of income trusts, such as Crescent Point, and their unitholders (the "Proposals"). Mission's and Crescent Point's respective determination to reschedule the Meeting arises out of the continued consideration of the Proposals by the Independent Committee of the Board of Directors of Mission and the Independent Committee of the Board of Directors of the administrator of Crescent Point.




The rescheduling of the Meeting is expected to provide Mission's shareholders and the Independent Committees of the Boards of Directors of Crescent Point and Mission the opportunity to fully consider the guidelines setting out the application of the Proposals, which are expected to be provided by the Department of Finance before Christmas. Assuming announcement of the guidelines before Christmas, the Independent Committees will each determine if the Revised Plan is, in the case of Crescent Point, in the best interests of Crescent Point and its unitholders, and, in the case of Mission, in the best interests of Mission and its shareholders. The Independent Committees of the Boards of Directors may be required to re-evaluate their options with respect to the Revised Plan and timelines depending on the timing of the Department of Finance guidelines. A further press release will be issued by Mission and Crescent Point once the Independent Committees of the respective Boards of Directors have made a determination in this regard.



Since the announcement of the Plan on September 11, 2006, Mission has continued to successfully implement its capital program developing its Bakken light oil play. Drilling and fracture stimulation results and the start-up of the Mission Viewfield gas plant have all been positive and have exceeded Crescent Point's expectations. Based on the above, Crescent Point has increased its internal estimate of Mission's pro forma 2007 production profile from 5,500 boe/d to more than 6,000 boe/d. Crescent Point's management, Independent Committee of the Board of Directors and financial advisors are of the view that the rescheduling of the Meeting and the continued positive results of Mission's capital program support an increase in the consideration given to Mission shareholders.



FINANCIAL AND STRATEGIC ADVISORS



BMO Capital Markets and Scotia Waterous are acting as financial advisors to Crescent Point with respect to the Revised Plan. BMO Capital Markets and Scotia Waterous have advised the Independent Committee and Board of Directors of Crescent Point that, subject to review of the Proposals, they intend to provide opinions, as of the date of the information circular in respect of the Revised Plan, that the consideration offered pursuant to the Revised Plan is fair from a financial point of view to the Crescent Point unitholders.



GMP Securities L.P. and Orion Securities Inc. are acting as financial advisors to Mission with respect to the Revised Plan and GMP Securities L.P. has advised Mission's Independent Committee and Board of Directors that, subject to review of formal documentation, the consideration to be received by Mission shareholders is fair from a financial point of view. Tristone Capital Inc. acted as strategic advisor to Mission in connection with the Revised Plan.



FORWARD LOOKING STATEMENTS

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