Corsair agrees to support take-over bid by Northrock
The following news release was issued by Corsair Exploration Inc.
CALGARY, May 9 - Corsair Exploration Inc. ("Corsair") announced today it has entered into an agreement on May 9th, 2002 pursuant to which Northrock Resources Ltd. ("Northrock") will make an offer (the "Offer") to acquire all of the issued and outstanding common shares of Corsair by way of a take-over bid. The consideration to be set out under the Offer for each common share of Corsair will be $3.00 cash and the transactions contemplated by the Offer will be at arm's length. The Offer will be subject to a number of conditions, including acceptance of the Offer by holders of at least 66 2/3% of the outstanding common shares of Corsair on a fully diluted basis. The Offer represents a 11.5% premium to Corsair's shareholders based on the 20 day weighted average closing price of Corsair's shares on the TSX Venture Exchange. Total consideration for the Offer equates to approximately $53.4 million including the assumption of approximately $10.7 million in outstanding debt and working capital deficiency.
The agreement and the making of the Offer are subject to a number of conditions, including required regulatory approvals.
The Board of Directors of Corsair has unanimously approved the proposed transaction and has agreed to recommend that its shareholders accept the Offer. Tristone Capital Advisors Inc. acted as financial advisor to Corsair with respect to the proposed transaction and has advised the Board of Directors of Corsair that it is prepared to provide a fairness opinion with respect to the Offer to the effect that the proposed transaction is fair from a financial point of view to the shareholders of Corsair. The Board of Directors of Corsair has agreed that it will not solicit or initiate discussions or negotiations with any third party concerning any sale of any material position or assets of Corsair, or any business combination involving Corsair and Corsair has granted Northrock the right to match any subsequent offer. Corsair has agreed to pay Northrock a non-completion fee of $2 million in certain circumstances. Northrock anticipates mailing the Offer to all registered Corsair shareholders on or before May 15, 2002 and the Offer will expire approximately 35 days thereafter. Certain major shareholders, senior management and directors (representing approximately 47% of the outstanding shares of Corsair (approximately 51% on a fully diluted basis) ) have entered into lock-up agreements with Northrock to deposit and not withdraw their shares under the Offer, except in certain circumstances.
Updated: May 2002