REG-Bankers Petroleum Limited: Acquisition(s) <Origin Href="QuoteRef">BNK.TO</Origin>

Big Banc SplitAnnouncement

21/03/2016 11:30

Bankers Petroleum Ltd. enters into definitive agreement to be acquired by an
affiliate of Geo-Jade Petroleum Corporation

CALGARY, March 20, 2016 /CNW/ - Bankers Petroleum Ltd. ("Bankers") (TSX: BNK,
AIM: BNK) is pleased to announce that it has entered into a definitive
agreement (the "Arrangement Agreement") with 1958082 Alberta Ltd. (the
"Purchaser") and Charter Power Investment Limited ("Charter Power") for the
purchase of all the issued and outstanding common shares of Bankers ("Bankers
Shares") at a cash price of C$2.20 per Bankers Share. The Purchaser and Charter
Power are affiliates of Geo-Jade Petroleum Corporation ("Geo-Jade"), one of the
largest independent oil and gas exploration and production companies in China.
The transaction will be effected by way of a plan of arrangement under the
Business Corporations Act (Alberta) (the "Arrangement"). The Arrangement values
Bankers at approximately C$575 million before the assumption of the outstanding
indebtedness of Bankers.

Highlights

  * Cash price of C$2.20 per Bankers Share
  * The Arrangement has received the unanimous approval of the Board of
    Directors of Bankers (the "Bankers Board") and carries the full support of
    Bankers' management team
  * The Purchaser brings a considerable new investment focus to the Bankers
    portfolio of assets
  * Bankers' corporate and technical headquarters will remain based in Calgary,
    Canada, with operational offices in Albania, Hungary and Romania

The transaction price represents a premium of 98% over Bankers' closing share
price on the Toronto Stock Exchange ("TSX") of C$1.11 on March 18, 2016, and
109% over the 30-trading day volume weighted average trading price of Bankers
Shares of C$1.05 per share ending on March 18, 2016.

David French, President and Chief Executive Officer of Bankers commented: "The
proposed transaction provides Bankers with the opportunity to return value to
our shareholders at a significant premium to the current market valuation,
while offering Bankers added financial resources to accelerate our activity in
Albania and capitalize on the potential created by the current commodity price
environment. This transaction will generate substantial economic benefit for
Albania and the local communities in which Bankers operates. We look forward to
working alongside our new investors to deliver the asset possibilities before
us."

Following a successful transaction, the Purchaser will support the Bankers'
leadership and employee base to capitalize on the experience and depth of the
Bankers team. The Purchaser plans to realize the joint vision of both companies
to grow the business with enhanced investment into its Albanian operations,
while concurrently focusing on growth opportunities in the global marketplace.

Information on the Transaction

Following an extensive review and analysis of the proposed transaction and
consideration of other available alternatives, the Bankers Board has
unanimously determined that the Arrangement is in the best interests of Bankers
and its shareholders. The Bankers Board has unanimously approved the
Arrangement and determined to recommend that Bankers' shareholders vote in
favour of the Arrangement. Each of the senior officers and directors of
Bankers, representing in aggregate approximately six percent of the outstanding
Bankers Shares (on a fully diluted basis), have entered into voting support
agreements with the Purchaser in connection with the transaction, pursuant to
which they have agreed to vote in favour of the approval of the Arrangement.
The Bankers Board has received from its financial advisor, FirstEnergy Capital
LLP, an opinion that, as of the date of the Arrangement Agreement, and subject
to the assumptions and qualifications contained therein, the consideration
proposed to be paid to Bankers' shareholders is fair from a financial point of
view (the "Fairness Opinion").

The Arrangement Agreement provides for, among other things, a non-solicitation
covenant on the part of Bankers, subject to "fiduciary out" provisions that
entitle Bankers to consider and accept a superior proposal and a right in
favour of the Purchaser to match any superior proposal. The Arrangement
Agreement also provides for a mutual non-completion fee of US$20 million if the
Arrangement Agreement is terminated in certain circumstances. This includes
payment in favour of the Purchaser if Bankers enters into an agreement with
respect to a superior proposal, or if the Bankers Board withdraws or modifies
its recommendation with respect to the Arrangement. Payment in favour of
Bankers would occur if the Purchaser is unable to complete the funding of its
obligation to acquire the Bankers Shares or in other circumstances.

Completion of the Arrangement is subject to customary closing conditions,
including receipt of court, shareholder and regulatory approvals, such as those
required under the Investment Canada Act and approvals required by the People's
Republic of China. Bankers' shareholders will be asked to vote on the
Arrangement at a special meeting of the shareholders of Bankers (the "Special
Meeting") and the completion of the Arrangement will require the approval of
two-thirds of the votes cast by shareholders in person or by proxy at the
Special Meeting.

As a result of this Arrangement, the previously announced Annual General
Meeting will be deferred. An information circular regarding the Arrangement is
expected to be mailed to the shareholders of Bankers in April for a Special
Meeting anticipated to be held before the end of May. Further details will be
announced as they become available. Provided the Arrangement is approved at the
Special Meeting and necessary regulatory approvals obtained, closing is
expected to take place by the end of June. Following a successful transaction,
the Purchaser intends to apply for the cancellation of Bankers' listing on both
the TSX and AIM exchanges.

A copy of the Arrangement Agreement and the information circular and related
documents will be filed with Canadian securities regulators and will be
available at http://www.sedar.com/.

Recommendation of the Bankers Board

Based on the Fairness Opinion and the recommendation of the Special Committee
of the Bankers Board and after consulting with its financial and legal
advisors, among other things, the Bankers Board has unanimously: (i) determined
the Arrangement is in the best interests of Bankers and its shareholders; (ii)
resolved to recommend that Bankers' shareholders vote in favour of the
Arrangement; and (iii) determined that the consideration to be received by
Bankers' shareholders pursuant to the Arrangement is fair, from a financial
point of view, to the Bankers' shareholders.

Advisors

Dentons Canada LLP is acting as legal counsel to the Purchaser and Charter
Power.

FirstEnergy Capital LLP is acting as exclusive financial advisor to Bankers and
has provided the Bankers Board with a fairness opinion regarding the
Arrangement for its shareholders. A copy of such opinions will be included in
the information circular to be sent to Bankers shareholders in connection with
the Special Meeting. McCarthy Tétrault LLP is acting as legal counsel to
Bankers.

------------

About Geo-Jade

Geo-Jade is one of the largest independent exploration and production companies
listed in Shanghai Stock Exchange (SH:600759) with a market capitalization
larger than C$3.6 billion. Geo-Jade has made successful oil and gas investments
worldwide with its main assets located in Central Asia, North America and
China.

About Bankers Petroleum Ltd.

Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and
production company focused on developing large oil and gas reserves in Albania
and Eastern Europe. In Albania, Bankers operates and has the full rights to
develop the Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova
oilfield, and a 100% interest in Exploration Block "F". In 2015 Bankers
acquired an 85% interest in the rights to explore the Püspökladány Block
concession within the Pannonian Basin located in north eastern Hungary.
Bankers' shares are traded on the Toronto Stock Exchange and the AIM Market in
London, England under the stock symbol BNK.

Caution Regarding Forward-looking Information

Certain information set forth in this press release, including information and
statements which may contain words such as "could", "plans", "intends"
"should", "anticipate", "expects", "will", "propose", "opportunity", "future",
"continue", and similar expressions and statements relating to matters that are
not historical facts, contain forward-looking statements, including but not
limited to statements regarding: the proposed Arrangement and the anticipated
timing of closing; mailing of the information circular related to the Special
Meeting and the timing thereof and timing of the Special Meeting; the benefits
of the Arrangement for Bankers, its stakeholders, employees and the countries
in which it operates; the delisting of the Bankers Shares following completion
of the Arrangement and the Purchaser's plans for Bankers following the
completion of the Arrangement. By their nature, forward-looking statements are
subject to numerous risks and uncertainties, some of which are beyond Bankers'
control. Completion of the Arrangement is subject to a number of conditions,
including receipt of the approval's required by the Investment Canada Act
(Canada) and approvals required by the People's Republic of China, and other
conditions which are typical for transactions of this nature. Failure to
satisfy any of these conditions, the emergence of a superior proposal or the
failure to obtain approval of Bankers' shareholders may result in the
termination of the Arrangement Agreement. The foregoing list is not exhaustive.
Additional information on these and other risks that could affect completion of
the Arrangement will be set forth in the information circular in respect of the
Special Meeting, which will be available on SEDAR at http://www.sedar.com/.
Readers are cautioned that the assumptions used in the preparation of such
information, although considered reasonable at the time of preparation, may
prove to be imprecise and, as such, undue reliance should not be placed on
forward-looking statements. The actual results, performance or achievement of
Bankers could differ materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurance can be given that any
of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what benefits that Bankers will derive
therefrom. Bankers disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable securities laws.


 

David French, President and Chief Executive Officer, (403) 513-6930; Doug Urch,
Executive VP, Finance and Chief Financial Officer, (403) 513-2691; Laura
Bechtel, Investor Relations and Corporate Communications Specialist, (403)
513-3428; Email: investorrelations@bankerspetroleum.com; Website:
www.bankerspetroleum.com; AIM NOMAD: Canaccord Genuity Limited, Henry
Fitzgerald-O'Connor, +44 0 207 523 8000; AIM BROKER and Financial Advisor:
FirstEnergy Capital LLP, Hugh Sanderson / David van Erp, +44 0 207 448 0200


 



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