Celtic Exploration Security holders Approve Plan Of Arrangement With Exxonmobil

abarrelfullabarrelfull wrote on 18 Dec 2012 12:10
Tags: canada celtic exxon n-america


– Celtic Exploration Ltd. (“Celtic”) (TSX: CLT) announced today that holders (“Shareholders”) of common shares of Celtic (“Celtic Shares”) and holders (“Debentureholders”) of 5.00% convertible unsecured subordinated debentures of Celtic due April 30, 2017 ("Debentures") have each approved the special resolution relating to the proposed acquisition of Celtic by ExxonMobil Celtic ULC (the “Purchaser”), an indirect subsidiary of Exxon Mobil Corporation, pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”).

The Arrangement was approved by approximately 99.82% of the votes cast by Shareholders and by holders of 71.81% of the aggregate principal amount of Debentures (of which 100% were voted in favour of the Arrangement) at the special meeting of Shareholders and Debentureholders held earlier today (the “Meeting”). The final order in respect of the Arrangement was also granted today by the Court of Queen’s Bench of Alberta.

At the Meeting, Shareholders also approved ordinary resolutions approving: (i) a stock option plan for Kelt Exploration Ltd. (“Kelt”) to be effective upon completion of the Arrangement; (ii) a restricted share unit plan for Kelt to be effective upon completion of the Arrangement; and (iii) the private placement of up to 6,000,000 common shares of Kelt (“Kelt Shares”) at a subscription price equal to the estimated net asset value of Kelt on a per share basis following completion of the Arrangement, of C$2.32 per Kelt Share, for aggregate gross proceeds of approximately C$13.9 million (the “Private Placement”). The Private Placement is expected to close immediately following completion of the Arrangement.

The closing of the Arrangement remains subject to the receipt of the approval of the Arrangement under the Investment Canada Act (the “Investment Canada Approval”) and the satisfaction or waiver of the other conditions specified in the arrangement agreement between Celtic, ExxonMobil Canada Ltd., the Purchaser and Kelt entered into on October 16, 2012 (the “Arrangement Agreement”). A “no action” letter confirming that the Commissioner of Competition does not intend to make an application to the Competition Tribunal under section 92 of the Competition Act (Canada) (the “Competition Act”) in respect of the Arrangement has been received and accordingly, no further approval is required under the Competition Act.

About Celtic
Celtic is a Calgary, Alberta, Canada-based oil and gas company focused on exploration, development and production of crude oil and natural gas resources primarily in west central Alberta. Celtic holds large acreage positions in the Montney and Duvernay resource gas plays. Throughout its history, Celtic has a proven track record of growing reserves, production and the underlying value of the company for its shareholders. Celtic Shares are listed on the Toronto Stock Exchange under the symbol CLT.

About Kelt
It is anticipated that Kelt will be a new publicly listed junior oil and gas exploration and production company led by Celtic’s current management team, including David J. Wilson and Sadiq H. Lalani. Kelt expects to be a growth oriented company with initial production of approximately 3,300 BOE per day and an initial land position consisting of approximately 53,730 acres in the following three core areas: (a) a natural gas property at Grande Cache, Alberta; (b) a liquids-rich natural gas property at Inga, British Columbia; and (c) an oil prospect at Karr, Alberta.


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