|By Marketwired .||
|March 20, 2014 11:30 AM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 03/20/14 -- Antrim Energy Inc. (TSX: AEN)(AIM: AEY) is a Canadian, Calgary based junior oil and gas exploration and production company with assets in the UK North Sea and Ireland. Antrim is listed on the Toronto Stock Exchange (AEN) and on the London Stock Exchange's Alternative Investment Market (AEY). ("Antrim" or the "Company"), announced today that Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), two leading independent proxy advisory firms have both recommended that Antrim shareholders vote FOR the proposed special resolution to approve a sale of Antrim's subsidiary, Antrim Resources (N.I) Limited ("ARNIL") ("The Transaction") at the Special Meeting of Shareholders to take place at 3 p.m (Calgary Time) on April 4th 2014.
ISS summarized its recommendation FOR the Transaction as follows: "The asset sale transaction makes strategic sense as it enables the Company to realize value for some of the assets." and "This sale is designed to enable a full settlement of all liabilities. No distribution is planned and there is no impact on the share price."
Glass Lewis summarized its recommendation FOR the Transaction as follows: "In late August of 2013, the Company formally engaged its financial adviser to begin a broad solicitation process for third parties potentially interested in: (i) providing financing to the Company; and/or (ii) acquiring the Company's equity stake in ARNIL, in whole or in part. In all, six parties were allowed to conduct detailed due diligence on the Company. In late November of 2013, the Company agreed to negotiate exclusively with First Oil Expro Limited ("First Oil") until the end of the year, but the two sides could not reach a definitive agreement within this timeframe. Thereafter, the Company restarted talks with some of the other previously interested parties and received multiple competing offers. However, the Company's board ultimately determined that First Oil had made the best offer, noting that the other offers provided for less consideration to the Company and/or were believed to be subject to greater execution risks. On February 7, 2014, the Company and First Oil entered into the share purchase agreement, with the Company issuing a press release that day announcing the deal.
In our view, the rationale behind the proposed transaction is relatively straightforward. The Company is currently in a financial bind, as the development of the Causeway Field has not gone the way that management and the board had previously hoped. If the proposed transaction is not completed, the board states that the Company's ability to pursue other business opportunities will be severely limited due to the current restrictions imposed by the various debt and hedging agreements. The board also believes that there would be a significant risk that its lender would act on its security arrangements, which would likely leave shareholders with little or no value for their Antrim shares. Conversely, with the proposed sale, the Company will receive a significant infusion of cash that will be used to settle all of its outstanding debt obligations, while still leaving the Company with approximately $17.0 million to $18.0 million for working capital purposes."
And "Based on these factors and the unanimous support of the board, we believe that the proposed transaction is in the best interests of the Company and its shareholders. Accordingly, we recommend that shareholders vote FOR this proposal."
The meeting of the shareholders of Antrim (the "Special Meeting") to consider the proposed Divestiture will be held at Bankers Hall Auditorium, 335 - 8th Avenue S.W., Calgary, Alberta on Friday, April 4, 2014 at 3:00 p.m. (Calgary time). The record date for voting at the Special Meeting is February 21, 2014.
The Board of Directors unanimously recommends voting FOR the Transaction Resolution, and has determined that the Transactions in the best interests of Antrim Shareholders.
Your vote is important regardless of the number of common shares of Antrim you own. Shareholders who have questions or require assistance in voting their proxy may direct their inquiry to Antrim's proxy solicitation agent, CST Phoenix Advisors, toll-free in North America at 1-800-311-0721 or by email at [email protected].
The Company may utilize Broadridge's QuickVote system, which involves non-objecting beneficial owners of Common Shares being contacted by Phoenix, which is soliciting proxies on behalf of management of the Company, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the Shareholder's intermediary). While representatives of Phoenix are soliciting proxies on behalf of management of the Company, which is recommending that Shareholders vote in favour of the transaction resolution, Shareholders are not required to vote in the manner recommended by management. The QuickVote system is intended to assist Shareholders in placing their votes; however, there is no obligation for any Shareholder to vote using the QuickVote system, and Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Information Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder's intermediary) as confirmation that his/her/its voting instructions have been accepted.
How to Vote
Due to essence of time, Antrim shareholders are urged to vote today using the methods below.
Shareholders who have physical certificates representing Antrim shares, may vote by Mail or Fax.
Mail: Complete, date and sign the enclosed proxy form and mail to:
CST Trust Company Attn: Proxy Department P.O. Box 721, Agincourt, Ontario, M1S 0A1
FAX: Complete, date and sign the enclosed proxy form and return it by fax to 1-416-368-2502.
Shareholders who hold their shares through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction form.
Internet: Visit www.proxyvote.com and enter your 12 digit control number located on the enclosed voting instruction form.
Telephone: Canadian - Call 1-800-474-7493 U.S - Call 1-800-454-8683
And provide your 12 digit control number located on the enclosed voting instruction form.
Fax: Canadian - Fax your voting instruction form to 1-905-507-7793 or toll free to 1-866-623-5305 in order to ensure that your vote is received before the deadline. Mail: DATA PROCESING CENTRE PO BOX - 2800 STN LCD MALTON Mississauga, ON L5T2T7
Cautionary Note and Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Company. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Company's business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business.
The forward-looking information set forth herein reflects the Company's expectations as at the date of this press release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
Antrim Energy Inc.
President & CEO
+ 1 403 264-5111
Antrim Energy Inc.
Chief Financial Officer
+ 1 403 264-5111
RFC Ambrian Limited
+44 (0) 20 3440 6800
Tim Thompson/Tom Hufton
+44 (0) 20 7466 5000
Antrim's Proxy Solicitation Agent
CST Phoenix Advisors
1(800) 311-0721 (toll-free)