CALGARY, ALBERTA, May 12, 2016 – Oando Energy Resources Inc. (“OER” or the “Corporation”) (TSX: OER) today announced the closing of its going private arrangement transaction, pursuant to which Oando E&P Holdings Limited (the “Purchaser“), a private company incorporated under the laws of the Province of British Columbia as a wholly-owned subsidiary of Oando PLC, has acquired all of the issued and outstanding common shares of OER (the “Common Shares“), excluding the Common Shares held by Oando PLC, those held by M1 Petroleum Ltd., West African Investment Ltd. and Southern Star Shipping Company Inc. (collectively, the “Institutional Shareholders“) and those held by certain shareholders who are officers, employees or service providers to OER (collectively, the “Management Shareholders“) (such Common Shares, excluding those of Oando PLC, Institutional Shareholders and Management Shareholders being the “Minority Shares“), pursuant to a plan of arrangement (the “Plan of Arrangement“) for cash consideration of US$1.20 per Minority Share (the “Consideration”).
Commenting, Pade Durotoye, CEO Oando Energy Resources said: “The completion of this transaction brings us to another pivotal point in our journey as OER. We listed this organisation on the TSX in July 2012 and have enjoyed the benefits of being a listed company in this jurisdiction, having always conformed to the highest reporting and corporate governance standards of the exchange. However, as a result of the downturn being experienced in the global resource market and the current dip in investor interest in the sector, we have decided to delist our entity in line with cost saving strategies to optimize shareholder value. We retain the option of a future listing whenever we believe there is a more conducive market.”
Oando PLC held, either directly or indirectly, 746,107,838 of the Common Shares, representing approximately 93.7% of the issued and outstanding Common Shares immediately prior to completion of the going private transaction. As part of the transaction, the Purchaser also acquired all of the Common Shares held either directly or indirectly by the Institutional Shareholders, Oando PLC and Management Shareholder in consideration for such number of shares of the Purchaser as reflects the number of their contributed Common Shares for the purposes of completing the transactions contemplated by the Plan of Arrangement.
Shareholders who hold their common shares through a broker or other intermediary may contact that broker or other intermediary for instructions and assistance in receiving the consideration for their shares. Shareholders who hold their common shares in certificated form are required to complete and sign a letter of transmittal and deliver it, together with their share certificates and the other required documents to the depositary.
Further information concerning these processes is outlined in OER’s management information circular dated January 19, 2016, a copy of which is available, along with the letter of transmittal, under the Corporation’s profile at www.sedar.com.
Any questions regarding the cash consideration, including any request for another letter of transmittal or form of surrender, should be directed to the depositary, Equity Financial Trust Company, at its North American toll-free number: 1-866-393-4891 or at 1-416-342-1091. Alternatively, the depositary can be contacted by email at: TMXEInvestorServices@tmx.com.
With the completion of the Plan of Arrangement, it is expected that the common shares of the Corporation will be de-listed from the Toronto Stock Exchange at the close of business on May 16, 2016.
About Oando Energy Resources Inc. (OER)
OER currently has a broad suite of producing, development and exploration assets in the Gulf of Guinea (predominantly in Nigeria).
Cautionary Statement
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Forward-looking statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking statements relating to intended acquisitions. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the Arrangement Agreement may be terminated in certain circumstances; general business, economic, competitive, political, regulatory and social uncertainties; risks related to factors beyond the control of the Purchaser, Oando PLC or the Company; foreign countries’ regulatory requirements; risks related to certain directors and executive officers of the Company possibly having interests in the Arrangement Agreement that are different from other Shareholders; risks that other conditions to the consummation of the Arrangement are not satisfied; global economic climate; dilution; ability to complete acquisitions; environmental risks; community and non-governmental actions; and regulatory risks. This list is not exhaustive of the factors that may affect any of forward-looking statements of the Company. Accordingly, readers should not place undue reliance on the forward-looking statements.
Additional information on these and other factors that could affect the Company’s financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) under the Company.
The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
