Junex Inc. Determines That Most Recent Utica Offer Does Not Constitute Superior Proposal
QUEBEC CITY, July 27, 2018 (GLOBE NEWSWIRE) -- Junex Inc. (“Junex”) (TSXV:JNX) announces that it has determined that the unsolicited offer announced on July 23, 2018 from Utica Resources Inc. (“Utica”) to acquire all of the outstanding common shares of Junex (the “Utica Offer”) does not constitute a “Superior Proposal” under the arrangement agreement dated June 8, 2018 (the “Arrangement Agreement”) between Junex and Cuda Energy Inc. (“Cuda”). That determination follows a comprehensive review of the Utica Offer by the board of directors of Junex (the “Board”) and its special committee, with the benefit of reports and presentations from financial advisors Eight Capital and KPMG LLP, as well as from Junex’s management, as well as the advice of legal counsel.
Throughout the process that led to the conclusion of the Arrangement Agreement and the Board’s determination that the arrangement with Cuda is superior to the Utica Offer, the Board has considered both financial and strategic factors in weighing the various options available to it. The Board remains of the view that the reasons for recommending the Arrangement Agreement described in Junex’s press release of July 6, 2018 remain applicable and appropriate in the circumstances and that the arrangement with Cuda is in the best interests of Junex and all its stakeholders. In addition to those considerations, and notwithstanding the amount of the cash component of the Utica Offer, the reasons for which the Board is of the view that the Utica Offer is not a Superior Proposal under the Arrangement Agreement include the following:
the Utica Offer would crystallize the cash value of Junex’s shares at $0.45, depriving Junex’s shareholders of any future upside associated with future development of Junex’s Galt project and shale gas assets (other than to the limited extent allowed by the non-cash component of the Utica Offer, described below);
the value of the non-cash component of the Utica Offer, namely the 1.0% royalty payable in connection with revenues from the Galt project, is necessarily linked to factors beyond the control of Junex and its shareholders, including whether Utica could and would ultimately make a decision to put the Galt project into production and whether the estimated 476 million barrels of undiscovered Oil-Initially-In-Place (in addition to the 81 million discovered barrels) will ultimately be discovered through future exploration drilling efforts (for more information, see Junex’s press release of August 31, 2015);
the arrangement with Cuda would significantly diversify Junex’s portfolio of assets, allowing its shareholders to benefit from potential value created in respect of energy projects in three jurisdictions across two countries: Quebec, Alberta and Wyoming;
market conditions have evolved since the announcement of the Arrangement Agreement on June 11, 2018. Most notably, the price of oil has increased by 7% since that date;
the Arrangement Agreement offers more deal certainty, as the Utica Offer would be contingent upon Junex and Utica successfully negotiating a definitive agreement.
The Board also notes that the Arrangement Agreement has thus far received overwhelming support from Junex’s shareholders. Excluding shares controlled by an affiliate of Utica, over 98% of votes received to date in connection with Junex’s special shareholder meeting to be held on August 2, 2018 (the “Meeting”) have been cast in favour of the Arrangement Agreement.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY. Your vote is important regardless of the number of shares you own. Junex shareholders are encouraged to read in detail the circular sent to them in connection with the Meeting.
As a Junex shareholder, you are being asked to vote in advance of the Meeting. All shares must be voted prior to 5:00 p.m. (Eastern Time) on July 31, 2018. If you are mailing a signed Form of Proxy or Voting Instruction Form, please ensure that it arrives before that time. It is suggested that shareholders vote online or by telephone to prevent delays that may result in your vote not being received in time. If you have yet to receive your Junex proxy materials, please contact your financial intermediary and request they provide you with the control number associated with your Form of Proxy or Voting Instruction Form.
Junex shareholders who have questions regarding the Arrangement Agreement or who require assistance with voting may contact D.F. King, Junex's proxy solicitation agent, by telephone toll free at 1-800-294-5107 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com.
For more information on the Arrangement Agreement, please see Junex’s press release of June 11, 2018.
About Junex Inc.
Junex is a Québec SME that seeks to be a catalyst in accessing Québec's oil and gas resources, while ensuring that their development becomes an important means of creating collective wealth for Québeckers. Junex’s operations are conducted in a responsible manner, in strictest compliance with the rules, laws and regulations that govern oil and gas activities. To that end, every day it takes all measures to minimize the environmental impact of its activities.
For further information please contact:
Jean-Yves Lavoie President and Chief Executive Officer Junex Inc. (418) 654-9661
This news release contains forward-looking statements. All statements other than statements of historical fact included in this release, are forward-looking statements that involve various risks and uncertainties and are based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management. In particular, forward-looking information included in this release includes (i) assumptions and expectations with regard to the transactions contemplated under the Arrangement Agreement (the “Transactions”) and their completion and the anticipated benefits and advantages of the Transactions; (ii) the future prospects, including exploration potential, resulting from the Transactions and the ability to unlock value, (iii) production estimates and production growth rates, which assume accuracy of technical and geological information and analysis and may be impacted by unscheduled maintenance, labour and contractor availability; (iv) capital expenditures and other cash costs, which assume foreign exchange rates and accuracy of production estimates, and may be impacted by unexpected maintenance, the need to hire external resources and accelerated capital plans; (v) profits and free cash flow, which assume production and expenditure estimates and may be impacted by energy prices, production estimates, and the timing of payments, (vi) reserves and resources which are forward-looking statements by their nature involving implied assessment, and may be impacted by energy prices, future drilling results and operating costs and (vii) predictions as to the impact of gas extraction in the St. Lawrence lowlands. Risk factors that could prevent such forward-looking statements from being realized include ongoing permitting requirements and the ability to work with local populations and governments, the actual results of current exploration activities, market conditions, the availability and nature of alternative sources of energy, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future prices of energy. Although Junex and Cuda have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
