BG Canada Acquires Outstanding Shares of Aventura Energy

On May 4, 2004, BG Canada Ltd. acquired all of the outstanding common shares of Aventura Energy Inc. pursuant to a takeover bid dated March 29, 2004. The aggregate consideration paid by BG Canada to acquire all of the outstanding common shares was approximately $230.7 million.

The takeover bid followed announcements on March 22 by BG Group plc and Aventura that an agreement had been reached whereby BG Canada would make an offer to acquire all of the outstanding common shares of Aventura, including common shares issued upon the exercise of outstanding stock options, at $5.10 per share. BG Group also announced that lock-up agreements had been entered into with Vermilion Resources Ltd., which held approximately 68.4 per cent of the common shares on a partially-diluted basis, its parent, Vermilion Energy Trust, and each of the directors of Aventura who collectively held approximately 3.7 per cent of the common shares on a partially-diluted basis.

BG Group was represented by in-house counsel Andrew Haynes, and Osler, Hoskin & Harcourt, with a team that included Steven Smith, Don Gilchrist, Stan Magidson, Dana Di Bartolo, Andrée Blais, Dana Easthope, Ali Kermalli, Tonya Fleming (M&A), Greg Wylie, Manjit Singh (tax) and Steve Sansom (competition).

Aventura was represented by Jeff Lawson and Amanda Harris of Burnet, Duckworth & Palmer. Vermilion was represented by Macleod Dixon, with a team that included Charles Berard, Kent Kufeldt and Elena Gossen-Zaldivar.