Middlefield Bancorp Completes Purchase of 2M Energy Corp.

On November 10, 2000, Middlefield Bancorp Limited (MBN) successfully completed its takeover bid for all of the common shares of oil and gas company 2M Energy Corp. (2M). The bid was valued in excess of $20 million and involved an innovative non-cash consideration option. Upon expiry of MBN’s offer to purchase, approximately 78.3 per cent of 2M’s common shares had been tendered, excluding the 3,457,700 shares already held by MBN. MBN announced on December 18, 2000, its intention to utilize compulsory acquisition procedures to acquire the common shares of 2M that remain outstanding.

MBN is a Canadian merchant bank managed by the Middlefield Group, whose principal objective is to create long-term shareholder value through strategic investing in businesses with strong management and exceptional prospects for longer term earnings growth, and special situation investing where there is excellent potential for significant capital appreciation. The aim is to produce a steady stream of growing earnings from strategic investments supplemented by earnings from special situation activities.

Fasken Martineau DuMoulin LLP acted on behalf of Middlefield Bancorp Limited for the takeover, with a team from its Toronto office comprised of Stephen Erlichman, Cathy Singer, Greg Ho Yuen, John Fitzgerald and Elizabeth Johnson. Dale Skinner of McCarthy Tétrault in Calgary acted on behalf of the special committee of the board of directors of 2M Energy Corp.