Osum Board Withdraws its Recommendation that Shareholders Reject the Offer from Waterous Energy Fund
CALGARY, AB, Feb. 23, 2021 /CNW/ - Osum Oil Sands Corp. ("Osum" or the "Company") announces today that, in light of the improved offer (the "Improved Offer") announced by WEF Osum Acquisition Corp. and related entities ("Waterous" or "WEF") on February 18, 2021, its board of directors has withdrawn its recommendation that shareholders reject the offer.
Under the Improved Offer, Waterous is offering to purchase up to 57 million outstanding common shares of Osum ("Osum Shares") at an offer price of $3.00 per share, which represents an increase to its initial offer to purchase up to 52.5 million Osum Shares and a 25% increase to the initial offer price of $2.40 per share.
The reasons for the withdrawal are set out in the notice of change to directors' circular (the "Notice of Change") that will be mailed to shareholders shortly and has been posted to the Company website at osumcorp.com/WaterousOffer.
All of the independent board members and members of the Osum executive team have entered into support agreements committing to tender their shares to the Improved Offer. However, Osum shareholders are encouraged to carefully consider the information contained in the Notice of Change and the WEF Notice of Variation and Change and make their own decisions regarding whether or not to accept the Improved Offer.
Improved Offer Details
- The expiry time for the Improved Offer has been extended and will now expire at 11:59 p.m. (Vancouver time) on March 1, 2021, unless withdrawn or further extended.
- Shareholders can tender their shares to the Improved Offer by contacting their broker or Waterous' Depositary and Information Agent, Kingsdale Advisors by telephone toll-free in North America at 1-866-581-0506 and outside of North America at 1-416-867-2272 or by email at [email protected].
- Osum shareholders who are in doubt as to how to respond to the Improved Offer, including whether or not to deposit their Osum Shares to or withdraw their Osum Shares from the Improved Offer should contact their broker, lawyer or professional advisor.
- Osum shareholders who have already tendered their shares to the original offer do not need to do anything further to receive the increased consideration being offered for the shares under the Improved Offer.
Cautionary Information and Forward-Looking Statements
Certain information included in this press release, including, without limitation, statements with respect to the Improved Offer, constitute 'forward-looking statements' within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based upon a number of estimates, assumptions, expectations and projections that, while considered reasonable by Osum, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Generally, forward-looking information can be identified by use of words such as "outlook", "objective", "may", "could", "would", "will", "expect", "intend", "estimate", "forecasts", "project", "seek", "anticipate", "believes", "should", "plans", "promise" "optimistic" or "continue", and other similar terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Except as required by law, Osum disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Readers are cautioned not to put undue reliance on these forward-looking statements. Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In particular, historical results should not be taken as a representation that such trends will be replicated in the future.
Advisors
Osum has retained TD Securities and RBC Capital Markets as its financial advisors, and McCarthy Tétrault LLP as legal counsel to Osum and the Osum Board and Norton Rose Fulbright Canada LLP as legal counsel to the Special Committee.
About Osum
Established in Alberta in 2005, Osum Oil Sands Corp. is a private oil sands producer focused on the responsible application of in situ recovery technologies within Canada's oil sands and carbonates. Additional information on the Company is available at osumcorp.com.
SOURCE Osum Oil Sands Corp.
Media Contact: Christi Clouter, Communications Manager, [email protected]
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