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Replies to post #3264 on Petroteq Energy Inc (PQEFF)
04/15/22 10:52 AM
04/15/22 10:55 AM
04/15/22 12:07 PM
Pursuant to the February 25, 2022 Petroteq announcement of its willingness to assist Viston with the CFIUS filings, and following discussions between representatives of the Offeror and Petroteq, the Offeror’s U.S. counsel engaged with representatives of Petroteq in order to jointly prepare the Notice. Further to the Declaration filed by the Offeror, the Notice includes additional required information in respect of Petroteq provided by Petroteq. On April 6, 2022, the Offeror and Petroteq pre-filed the Notice with CFIUS. Viston and the Offeror currently expect that the parties will submit the Notice formally to CFIUS by the end of April and that CFIUS will begin its review shortly thereafter. Assuming CFIUS begins its review in late April or early May, Viston and the Offeror currently expect that CFIUS’s 45-day review period will end by mid-June.
Notice of Extension
The Offeror will mail and file the Notice of Extension to the registered shareholders of Petroteq, extending the time for acceptance of the Offer to 5:00 p.m. (Toronto time) on June 17, 2022, in order to allow additional time for the Clearance to be granted, thereby satisfying one of the conditions to the Offer.
If the Clearance has not been obtained by June 17, 2022, the Offeror may extend the Offer through one or more extensions until the date on which the Clearance is obtained.
Common Shares Tendered to Offer
Kingsdale Advisors, the Depositary and Information Agent for the Offer, has advised the Offeror that, as of 5:00 p.m. (Toronto time) on April 14, 2022, approximately 598,439,128 Common Shares had been validly tendered to the Offer and had not been validly withdrawn. Based on Viston’s understanding of the share capitalization of Petroteq1, the tendered Common Shares represent approximately 78.835% of the currently issued and outstanding Common Shares and approximately 75.875% of the Common Shares, measured on a fully diluted basis.1
Holders of Common Shares who have previously validly tendered and not withdrawn their shares do not need to re-tender their Common Shares or take any other action in response to the extension of the Offer.
Summary of Offer Details
Viston reminds Shareholders of the following key terms and conditions of the Offer:
Shareholders will receive C$0.74 in cash for each Common Share. The Offer represents a significant premium of approximately 279% based on the closing price of C$0.195 per Common Share on the TSX-V on August 6, 2021, being the last trading day prior to the issuance of a cease trade order by the Ontario Securities Commission at which time the TSX-V halted trading in the Common Shares. The Offer also represents a premium of approximately 1,032% to the volume weighted average trading price of C$0.065 per Common Share on the TSX-V for the 52-weeks preceding the German voluntary public purchase offer in April 2021.
The Offer is expressed in Canadian dollars but Shareholders may elect to receive their consideration in the U.S. dollar equivalent amount.
The Offer is open for acceptance until 5:00 p.m. (Toronto time) on June 17, 2022, unless the Offer is extended, accelerated or withdrawn by the Offeror in accordance with its terms.
AI
