On January 17, 2001, Anderson Exploration Ltd. (Anderson) and Numac Energy Inc. (Numac) entered into a Pre-Acquisition Agreement pursuant to which Anderson, whose principal business is oil and natural gas exploration, acquisition, development and production in western and northern Canada, agreed to make a cash offer of C$8.00 per share for all of the shares of western Canadian oil and gas company Numac. The enterprise value of the offer is approximately C$960 million. The offer was mailed to Numac’s shareholders on January 19, 2001, and expires on February 12, 2001. Certain shareholders and all of the directors and officers of Numac, holding approximately 65 per cent of the outstanding shares of the company (calculated on a diluted basis), have agreed to tender all of their shares to Anderson’s offer. The Board of Directors of Numac has unanimously recommended that shareholders accept Anderson’s offer.
Acting for Anderson in the transaction are Renée Ratke, Will Osler, Colin Perry, Joanne Rowe and Brent Kraus (corporate/securities) of Bennett Jones LLP (Calgary), and Joe Struck, Q.C., Sandra Jack and Wanda Rumball (tax) of Felesky Flynn LLP. Acting for Numac are Robert Engbloom, Marlene Stewart, Orville Pyrcz, Q.C., and Kirk Litvenenko of Macleod Dixon LLP.
An independent group of Hong Kong-based shareholders, who controlled 62 per cent of Numac, were advised by an M&A team from the Calgary office of Osler, Hoskin & Harcourt LLP. The lawyers from Oslers who advised the shareholders on the tender bid and the lock-up arrangement were Stan Magidson, Frank Turner and David Caplan.