|By Marketwired .||
|September 24, 2007 02:12 PM EDT||
CALGARY, ALBERTA -- (MARKET WIRE) -- 09/24/07 -- PrimeWest Energy Trust (TSX: PWI.UN) (TSX: PWX) (TSX: PWI.DB.A) (TSX: PWI.DB.B) (TSX: PWI.DB.C) (NYSE: PWI) ("PrimeWest" or the "Trust") is pleased to announce that it has entered into an agreement (the "Arrangement Agreement") with 1350849 Alberta Ltd. ("Purchaser") and TAQA North Ltd. ("TAQA North"), both of which are wholly-owned subsidiaries of Abu Dhabi National Energy Company PJSC ("TAQA"). The Arrangement Agreement provides for the acquisition by Purchaser of all of the issued and outstanding trust units of PrimeWest (the "Units") and all of the issued and outstanding exchangeable shares (the "Exchangeable Shares") of PrimeWest Energy Inc. for a cash consideration of C$26.75 per Unit, all pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The cash consideration payable for the Exchangeable Shares will be calculated on the basis of the exchange ratio in effect at the time the transaction is completed.
Using a Canadian to U.S. dollar exchange rate of 1.00, this cash consideration equates to US$26.75 per Unit. The actual U.S. dollar equivalent cash price per Unit will be based upon the Canadian to U.S. dollar exchange rate on the effective date of the Arrangement.
The aggregate value of the Arrangement, including the debt carried by PrimeWest and its subsidiaries, is approximately C$5.0 billion on a fully diluted basis. The consideration per Unit pursuant to the Arrangement Agreement represents a 26.5% premium over the 30 day weighted average trading price of the Units on the Toronto Stock Exchange up to and including September 21, 2007.
"We are pleased to announce that Purchaser and TAQA North have entered into an agreement for Purchaser to acquire the PrimeWest Units and Exchangeable Shares at a price that delivers substantial value to our investors. PrimeWest has built a high quality asset base with a large portfolio of development opportunities. This investment by Purchaser will result in ongoing development and growth of the asset base," stated Don Garner, President and CEO of PrimeWest.
The Arrangement Agreement also permits PrimeWest to maintain its current monthly distribution at an amount not greater than C$0.25 per Unit payable in each of the months of October and November 2007. Therefore, if the effective date of the Arrangement occurs in November, the final distribution to Unitholders will be paid on November 15, 2007. However, if the Unitholder meeting is held on or before November 30, 2007 and the effective date of the Arrangement is delayed beyond the third business day of the following month, the Arrangement Agreement permits PrimeWest to continue to pay monthly distributions. If PrimeWest is permitted to pay distributions after November, the distribution amount will be set at the discretion of the Board of Directors of PrimeWest but will not exceed $0.25 per Unit per month.
Complete details of the terms of the Arrangement are set out in the Arrangement Agreement which will be filed by PrimeWest on SEDAR and EDGAR and will be available for viewing under PrimeWest's profile on www.sedar.com and on www.sec.gov/edgar.shtml.
PrimeWest is suspending the operation of its premium distribution, distribution reinvestment and optional trust purchase plan with respect to any distribution on the Units occurring after October 15, 2007.
The Arrangement is subject to court and regulatory approval and other conditions that are typical of transactions of this nature, including the approval by the holders of at least 66 2/3% of the Units, Exchangeable Shares and unit appreciation rights, voting together as a single class, represented in person or by proxy at the Unitholder meeting.
An information circular regarding the Arrangement is expected to be mailed to securityholders in late October 2007 for a meeting expected to take place in late November, with completion of the Arrangement anticipated shortly thereafter.
In accordance with the terms of the indenture governing PrimeWest's convertible debentures, Purchaser will make an offer to purchase all outstanding debentures for a cash consideration equal to 101% of the face value thereof, plus accrued and unpaid interest, within 30 days following the effective date of the Arrangement.
Recommendation of the Board of Directors
The Board of Directors of PrimeWest Energy Inc. has unanimously approved the Arrangement and based, in part, on the fairness opinion from PrimeWest's financial advisor discussed below, determined that the Arrangement is in the best interests of PrimeWest and the holders of its Units and Exchangeable Shares and is fair from a financial point of view to such holders. Therefore, the Board has resolved to recommend that such holders vote their respective securities in favour of the Arrangement. Each member of the Board of Directors of PrimeWest Energy Inc. has indicated his intention to vote his Units and Exchangeable Shares in favour of the Arrangement.
Under the Arrangement Agreement, PrimeWest has agreed that it will not solicit, initiate, or encourage any discussions concerning the sale of material assets or any other business combination and that it will provide Purchaser with an opportunity to match competing, unsolicited proposals for a period of 48 hours. The Arrangement Agreement also provides that PrimeWest shall pay a non-completion fee of C$75 million to Purchaser if the Arrangement is not completed in certain circumstances.
Financial and Legal Advisors
CIBC World Markets Inc. is acting as sole financial advisor to PrimeWest with respect to the Arrangement and has provided the Board of Directors of PrimeWest Energy Inc. with an opinion regarding the proposed transaction. Subject to review of final documentation, this opinion indicates that the consideration to be received by the holders of Units and Exchangeable Shares of PrimeWest under the Arrangement is fair, from a financial point of view, to all of such securityholders. PrimeWest's Canadian legal advisors are Stikeman Elliott LLP and its US legal advisors are Paul, Weiss, Rifkind, Wharton & Garrison LLP.
TD Securities Inc. is acting as exclusive financial advisor to TAQA and TAQA North in the transaction. Purchaser's, TAQA North's and TAQA's legal advisors are Heenan Blaikie LLP and Latham & Watkins LLP.
PrimeWest is a Calgary-based conventional oil and gas royalty trust that actively acquires, develops, produces and sells natural gas, crude oil and natural gas liquids for the generation of monthly cash distributions to Unitholders. Trust Units of PrimeWest trade on the Toronto Stock Exchange (TSX) under the symbol "PWI.UN" and on the New York Stock Exchange under the symbol "PWI". Exchangeable Shares of PrimeWest Energy Inc. trade on the TSX under the symbol "PWX". Series I Convertible Debentures of PrimeWest trade on the TSX under the symbol "PWI.DB.A", Series II Convertible Debentures trade on the TSX under the symbol "PWI.DB.B" and Series III Convertible Debentures trade on the TSX under the symbol "PWI.DB.C".
To learn more about PrimeWest, please visit our website at www.primewestenergy.com.
About TAQA North and TAQA
TAQA North (formerly Northrock Resources Limited) is a wholly-owned subsidiary of Abu Dhabi National Energy Company PJSC ("TAQA"), a publicly listed company on the Abu Dhabi Securities Market (ADSM: TAQA). TAQA North is a Calgary-based oil and gas exploration company with operations in Northern Alberta and British Columbia; West Central and Southern Alberta; Southwest Saskatchewan; Southeast Saskatchewan; and the Northwest Territories. TAQA North was acquired by TAQA in August 2007 from Pogo Producing Company for a total purchase price of US$2 billion. TAQA is a major global energy company with strategic and financing investment opportunities in oil & gas, power, water and infrastructure across the Middle East, India, Europe and North Africa. TAQA focuses on upstream (oil & gas exploration & production), midstream (pipeline, gas storage and LNG) and downstream (power generation). The rating agencies Moody Investor Services and Standard & Poor's have assigned long-term senior unsecured debt ratings of Aa2 and AA- respectively to TAQA.
To learn more about TAQA, please visit their website at www.taqa.ae.
All information in this press release relating to TAQA and its subsidiaries was provided by TAQA or has been derived from publicly available sources.
PrimeWest will file on SEDAR and EDGAR the information circular, to be distributed to the PrimeWest securityholders in connection with their consideration of and vote on the proposed transaction, along with all other relevant documents concerning the proposed transaction. PrimeWest securityholders are urged to read the information circular and the other relevant documents filed on SEDAR and EDGAR when they become available, as well as any amendments or supplements to those documents, as they will contain important information.
Joint Conference Call
A joint conference call to discuss the Arrangement will be held on Monday, September 24th, 2007 at 12:00 Noon Mountain Daylight Time (2:00 PM Eastern). To participate in the conference, please call 1-800-633-8938. A recording of the call will be available from 2:30 PM Eastern on September 24th, 2007 until October 24th, 2007 by calling 1-800-558-5253 (in the Toronto area (416) 626-4100) and entering reservation number 21350676, followed by the number sign.
This document contains forward-looking statements. These statements relate to future events or performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "intend", "could", "might", "should", "believe", "would" and similar expressions. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond these parties' control, including the impact of general economic conditions, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, volatility of commodity prices, currency and interest rate fluctuations, imprecision of reserves estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility, ability to access sufficient capital from internal and external sources and geological, technical, drilling and processing challenges. 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 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 will be derived. PrimeWest disclaims any intention or obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities offered have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered for sale in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.
PrimeWest Energy Trust
Manager, Investor Relations
(403) 699-7367 or Toll Free: 1-877-968-7878
PrimeWest Energy Trust
Investor Relations Advisor
(403) 699-7464 or Toll Free: 1-877-968-7878
Email: [email protected]
It's 2:15pm on a Friday, and I'm sitting in the keynote hall at PyCon 2013 fidgeting through a succession of lightning talks that have very little relevance to my life. Topics like "Python code coverage techniques" (ho-hum) and "Controlling Christmas lights with Python” (yawn - I wonder if there's anything new on Hacker News)...when Solomon Hykes takes the stage, unveils Docker, and the world shifts. If you haven't seen it yet, you should watch the video of Solomon's Pycon The Future of Linux C...
Mar. 31, 2015 05:00 PM EDT Reads: 527
OmniTI has expanded its services to help customers automate their processes to deliver high quality applications to market faster. Consistent with its focus on IT agility and quality, OmniTI operates under DevOps principles, exploring the flow of value through the IT delivery process, identifying opportunities to eliminate waste, realign misaligned incentives, and open bottlenecks. OmniTI takes a unique, value-centric approach by plotting each opportunity in an effort-payoff quadrant, then work...
Mar. 31, 2015 04:00 PM EDT Reads: 1,049
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY., and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MangoApps provides private all-in-one social intranets allowing workers to securely collaborate from anywhere in the world and from any device. Social, mobile, and eas...
Mar. 31, 2015 03:00 PM EDT Reads: 3,179
SYS-CON Events announced today that Solgenia will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Solgenia is the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions. Designed to “Bridge the Gap” between Personal and Professional S...
Mar. 31, 2015 03:00 PM EDT Reads: 2,997
When it comes to microservices there are myths and uncertainty about the journey ahead. Deploying a “Hello World” app on Docker is a long way from making microservices work in real enterprises with large applications, complex environments and existing organizational structures. February 19, 2015 10:00am PT / 1:00pm ET → 45 Minutes Join our four experts: Special host Gene Kim, Gary Gruver, Randy Shoup and XebiaLabs’ Andrew Phillips as they explore the realities of microservices in today’s IT worl...
Mar. 31, 2015 12:45 PM EDT Reads: 1,911
This month I want to revisit supporting infrastructure and datacenter environments. I have touched (some would say rant) upon this topic since my post in April 2014 called "Take a Holistic View of Support". My thoughts and views on this topic have not changed at all: it's critical for any organization to have a holistic, comprehensive strategy and view of how they support their IT infrastructure and datacenter environments. In fact, I believe it's even more critical today then it was a year ago ...
Mar. 31, 2015 12:00 PM EDT Reads: 775
The world's leading Cloud event, Cloud Expo has launched Microservices Journal on the SYS-CON.com portal, featuring over 19,000 original articles, news stories, features, and blog entries. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. Microservices Journal offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. Follow new article posts on T...
Mar. 31, 2015 12:00 PM EDT Reads: 1,549
Hosted PaaS providers have given independent developers and startups huge advantages in efficiency and reduced time-to-market over their more process-bound counterparts in enterprises. Software frameworks are now available that allow enterprise IT departments to provide these same advantages for developers in their own organization. In his workshop session at DevOps Summit, Troy Topnik, ActiveState’s Technical Product Manager, will show how on-prem or cloud-hosted Private PaaS can enable organ...
Mar. 31, 2015 12:00 PM EDT Reads: 1,382
Cloud computing is changing the way we look at IT costs, according to industry experts on a recent Cloud Luminary Fireside Chat panel discussion. Enterprise IT, traditionally viewed as a cost center, now plays a central role in the delivery of software-driven goods and services. Therefore, companies need to understand their cloud utilization and resulting costs in order to ensure profitability on their business offerings. Led by Bernard Golden, this fireside chat offers valuable insights on ho...
Mar. 31, 2015 11:45 AM EDT Reads: 953
Microservice architectures are the new hotness, even though they aren't really all that different (in principle) from the paradigm described by SOA (which is dead, or not dead, depending on whom you ask). One of the things this decompositional approach to application architecture does is encourage developers and operations (some might even say DevOps) to re-evaluate scaling strategies. In particular, the notion is forwarded that an application should be built to scale and then infrastructure sho...
Mar. 31, 2015 11:00 AM EDT Reads: 2,559
SYS-CON Events announced today the IoT Bootcamp – Jumpstart Your IoT Strategy, being held June 9–10, 2015, in conjunction with 16th Cloud Expo and Internet of @ThingsExpo at the Javits Center in New York City. This is your chance to jumpstart your IoT strategy. Combined with real-world scenarios and use cases, the IoT Bootcamp is not just based on presentations but includes hands-on demos and walkthroughs. We will introduce you to a variety of Do-It-Yourself IoT platforms including Arduino, Ras...
Mar. 31, 2015 11:00 AM EDT Reads: 2,222
Even though it’s now Microservices Journal, long-time fans of SOA World Magazine can take comfort in the fact that the URL – soa.sys-con.com – remains unchanged. And that’s no mistake, as microservices are really nothing more than a new and improved take on the Service-Oriented Architecture (SOA) best practices we struggled to hammer out over the last decade. Skeptics, however, might say that this change is nothing more than an exercise in buzzword-hopping. SOA is passé, and now that people are ...
Mar. 31, 2015 11:00 AM EDT Reads: 1,395
Microservices are the result of decomposing applications. That may sound a lot like SOA, but SOA was based on an object-oriented (noun) premise; that is, services were built around an object - like a customer - with all the necessary operations (functions) that go along with it. SOA was also founded on a variety of standards (most of them coming out of OASIS) like SOAP, WSDL, XML and UDDI. Microservices have no standards (at least none deriving from a standards body or organization) and can be b...
Mar. 31, 2015 10:45 AM EDT Reads: 2,262
Right off the bat, Newman advises that we should "think of microservices as a specific approach for SOA in the same way that XP or Scrum are specific approaches for Agile Software development". These analogies are very interesting because my expectation was that microservices is a pattern. So I might infer that microservices is a set of process techniques as opposed to an architectural approach. Yet in the book, Newman clearly includes some elements of concept model and architecture as well as p...
Mar. 31, 2015 10:15 AM EDT Reads: 2,200
You hear the terms “subscription economy” and “subscription commerce” all the time. And with good reason. Subscription-based monetization is transforming business as we know it. But what about usage? Where’s the “consumption economy”? Turns out, it’s all around us. When most people think of usage-based billing, the example that probably comes to mind first is metered public utilities — water, gas and electric. Phone services, especially mobile, might come next. Then maybe taxis. And that’s ab...
Mar. 31, 2015 10:00 AM EDT Reads: 874
SYS-CON Events announced today the DevOps Foundation Certification Course, being held June ?, 2015, in conjunction with DevOps Summit and 16th Cloud Expo at the Javits Center in New York City, NY. This sixteen (16) hour course provides an introduction to DevOps – the cultural and professional movement that stresses communication, collaboration, integration and automation in order to improve the flow of work between software developers and IT operations professionals. Improved workflows will res...
Mar. 31, 2015 10:00 AM EDT Reads: 1,754
As a group of concepts, DevOps has converged on several prominent themes including continuous software delivery, automation, and configuration management (CM). These integral pieces often form the pillars of an organization’s DevOps efforts, even as other bigger pieces like overarching best practices and guidelines are still being tried and tested. Being that DevOps is a relatively new paradigm - movement - methodology - [insert your own label here], standards around it have yet to be codified a...
Mar. 31, 2015 10:00 AM EDT Reads: 884
Microservices, for the uninitiated, are essentially the decomposition of applications into multiple services. This decomposition is often based on functional lines, with related functions being grouped together into a service. While this may sound a like SOA, it really isn't, especially given that SOA was an object-centered methodology that focused on creating services around "nouns" like customer and product. Microservices, while certainly capable of being noun-based, are just as likely to be v...
Mar. 31, 2015 10:00 AM EDT Reads: 1,966
Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 16th Cloud Expo at the Javits Center in New York June 9-11 will find fresh new content in a new track called PaaS | Containers & Microservices Containers are not being considered for the first time by the cloud community, but a current era of re-consideration has pushed them to the top of the cloud agenda. With the launch ...
Mar. 31, 2015 09:15 AM EDT Reads: 2,292
An explosive combination of technology trends will be where ‘microservices’ and the IoT Internet of Things intersect, a concept we can describe by comparing it with a previous theme, the ‘X Internet.' The idea of using small self-contained application components has been popular since XML Web services began and a distributed computing future of smart fridges and kettles was imagined long back in the early Internet years.
Mar. 31, 2015 09:00 AM EDT Reads: 2,232