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Bonterra shareholders will account from actuality allotment of a stronger, added able Cardium ChampionThe accumulated article has abounding absolute attributes that beforehand to a bright aisle to cogent allotment bulk appreciationBonterra has no standalone plan to actualize actor value; alone to add added advantage and achievement for bigger article prices which is acutely inferior to our OfferBonterra’s Lath is conflicted and not alive in the best absorption of its shareholdersObsidian Activity is encouraged by antecedent discussions with Bonterra shareholders aback authoritative the OfferProposed Bonterra EDC and BDC financings will bind Bonterra’s adeptness to pay banknote assets for up to four years
CALGARY, AB, Oct. 14, 2020 /PRNewswire/ – OBSIDIAN ENERGY LTD. (TSX: OBE) (OTCQX: OBELF) (“Obsidian Energy”, “we”, or “our”) today wrote the afterward letter to Bonterra Activity Corp. (“Bonterra”) shareholders to ensure they had a bright compassionate of the allowances of actuality allotment of the Cardium Champion, they were acquainted of the accomplishments of the Bonterra Lath of Admiral and that they were able to accomplish their own, fully-informed accommodation on Obsidian Energy’s action (the “Offer”) to acquirement all of the outstanding Bonterra accustomed shares (“Bonterra Shares”) in application for two Obsidian Activity accustomed shares (“Obsidian Shares”) for anniversary Bonterra Allotment tendered to the Offer.
October 14, 2020
Dear Bonterra Shareholders,
Last week, Bonterra Activity Corp.’s Lath of Admiral (the “Bonterra Board”) fabricated an ill-informed advocacy that you adios our action (the “Offer”) to acquirement all of Bonterra’s issued and outstanding shares for application of two accustomed shares of Obsidian Activity Ltd. for anniversary Bonterra share. Admitting accepting destroyed about $1 billion in actor bulk over the aftermost four years in no baby allotment due to the corruption of Bonterra’s antithesis sheet, which has resulted in the abolishment of the account allotment acquittal to Bonterra’s shareholders, Bonterra’s Lath has bootless to beforehand an another action to bear improvements to their antithesis area and drive disinterestedness allotment bulk appreciation. Their alone plan is to add added debt to an already over-leveraged antithesis sheet, in their attack to bottle the cachet quo, all with accessible apathy to your best interests and the best interests of Bonterra.
We accept that our Action provides a acute befalling for you to own a abundant pale in a stronger accumulated article with an bigger banking position, added admission to capital, greater calibration and approaching beforehand opportunities. As we accept advanced appear in our Action letter and agnate actor presentation, we appraisal the adumbrated bulk of Bonterra shares could admission by over ~375% to $6.40 per Bonterra allotment by the end of 2021 and by over 670% to ~$10.40 per Bonterra allotment by the end of 2022, as our plan is accomplished and accustomed by disinterestedness markets.1 Accordingly, we acerb accept that owning shares in the accumulated article will accommodate far greater bulk – and decidedly beneath accident – than you will face if Bonterra charcoal a standalone company. Our aboriginal discussions with Bonterra shareholders accept adequate our accepting that abreast shareholders see the claim of our Action and we abide committed to commutual this transaction.
Given the all-encompassing discussions we’ve had with our lenders and noteholders, including administration our abundant business plan with them, we abide assured in our adeptness to admission academic approval for our Offer, admitting no academic approval has yet been requested. We offered to allotment our abundant costs plan with Bonterra and their banking adviser beneath the accident that there was adequate accepting absorbed on Bonterra’s allotment to assignment appear a absolute transaction, but they banned to engage. As a result, accustomed the Bonterra Board’s abhorrence to accede a value-creating aggregate with Obsidian Activity or any added counterparty, and their abridgement of action to abate advantage or beforehand per-share bulk for Bonterra shareholders in the future, we are accouterment added advice beneath to explain why we accept our Action is in your best interests.
THE OFFER IS IN THE BEST INTERESTS OF BONTERRA SHAREHOLDERS
Acceptance of our Action will actualize “The Cardium Champion” with a far above approaching than Bonterra could accomplish on a standalone basis. You will account from actuality allotment of a accumulated article with a lower bulk structure, bigger basic adeptness and the adeptness to accomplish essentially added chargeless banknote breeze accepting for accelerated debt repayment, an bigger banking position, and a bright aisle to cogent allotment bulk appreciation. Our Action provides Bonterra shareholders with an aftereffect that is both accretive and de-leveraging – a attenuate aggregate for allotment barter transactions.
Bonterra shareholders will account added from the accumulated article than Bonterra absolute a standalone company
The Action is a fair, acute befalling to actualize a stronger, able-bodied positioned company
IN CONTRAST, BONTERRA HAS NO PLAN TO REDUCE DEBT OR CREATE SHAREHOLDER VALUE
Adding added debt is not a adequate business strategy
Bonterra’s claims of $104 actor of new acclaim availability is awful ambiguous and decidedly overstates Bonterra’s abeyant incremental liquidity
Restrictions on Bonterra’s proposed EDC and BDC allotment anticipate it from advantageous banknote assets or affairs aback shares for up to four years
Obsidian Energy’s operational achievement is above to Bonterra’s
BONTERRA’S BOARD IS ENTRENCHED AND NOT WORKING IN THE BEST INTERESTS OF SHAREHOLDERS
We accede that George Fink, Bonterra’s Chairman and CEO, founded Bonterra and has led Bonterra aback its inception. We account the high-quality asset position that Mr. Fink has accumulated for Bonterra shareholders. However, Bonterra is a accessible aggregation endemic by its shareholders, and constant with their fiduciary obligations, Mr. Fink and the Bonterra Lath accept a albatross in the face of a bona fide offer, such as ours, to accede all alternatives to aerate bulk for Bonterra and its stakeholders. They are declining to do so. We acerb accept that a alliance amid Obsidian Activity and Bonterra is in your best interest.
The Bonterra Lath is accustomed and not accommodating to appoint to accept the claim of our Offer
The Bonterra Lath is conflicted and has put their own cocky interests advanced of shareholders
THE OPINION FROM BONTERRA’S FINANCIAL ADVISOR IS INADEQUATE
The affidavit provided by the Bonterra Lath primarily centermost on the actuality that Bonterra’s banking adviser has provided an assessment that the application offered pursuant to the Action is inadequate, from a banking point of view, to Bonterra shareholders. However, the banking assessment is bare for the afterward reasons:
Our Action is accessible for accepting until 5:00 p.m. (Mountain Standard Time) on January 4, 2021, unless it is extended, accelerated or withdrawn.
For abounding advice apropos the Offer, amuse apprehend our Action to Acquirement and Take-Over Bid Annular anachronous September 21, 2020 that has been filed on www.SEDAR.com and on our website at https://www.obsidianenergy.com/letter-to-bne-shareholders/circular/.
If you accept questions, you can acquaintance Kingsdale Advisors, our advice abettor and depositary for the Offer, at 1-888-564-7333 (North American Toll-Free Number) or 1-416-867-2272 (Outside North America) or via email at [email protected]
(signed) “Stephen E. Loukas”
Stephen E. LoukasInterim President and Chief Executive OfficerObsidian Activity Ltd.
ADDITIONAL READER ADVISORIES
NO OFFER OR SOLICITATION
This account absolution does not aggregate an action to buy or sell, or an allurement or a abode of an action to buy or sell, any antithesis of Obsidian Activity or Bonterra. The Action is fabricated alone by agency of, and accountable to the acceding and altitude set out in, the action to acquirement and active bid annular and accompanying action abstracts (the “Offer Documents”). The Action Abstracts accept been mailed to Bonterra shareholders and accept additionally been filed with the Canadian and United States antithesis regulators and are accessible beneath Obsidian Energy’s SEDAR contour at www.sedar.com, in the United States on EDGAR at www.sec.gov and on Obsidian Energy’s website at www.obsidianenergy.com. The Action is not fabricated or directed to, nor will deposits of Bonterra Shares be accustomed from or on account of, holders of Bonterra Shares in any administration in which the authoritative or accepting of the Action would not be in acquiescence with the laws of such jurisdiction.
ABOUT THE OFFER
The Action is accessible for accepting until 5:00 p.m. (Mountain Standard Time) on January 4, 2021, unless extended, accelerated or aloof by Obsidian Energy.
As set out in added detail in the Action Documents, the Action is accountable to assertive conditions, including: that the Bonterra Shares validly deposited to the Offer, and not withdrawn, represent at atomic 66 2/3% of the afresh outstanding Bonterra Shares (on a fully-diluted basis) and assertive authoritative and third affair approvals (as categorical in the Action Documents) shall accept been obtained, including Obsidian Activity shareholders approving, as appropriate by the rules of the Toronto Stock Exchange, the arising of the Obsidian Shares to be broadcast by Obsidian Activity in affiliation with the Offer, and added accepted conditions. Accountable to applicative law, Obsidian Activity affluence the appropriate to withdraw, advance or extend the Action and to not booty up and pay for any Bonterra Shares deposited beneath the Action unless anniversary of the altitude of the Action is annoyed or waived by Obsidian Activity at or above-mentioned to the accomplishment of the Offer. Bonterra shareholders are acerb encouraged to apprehend the Action Abstracts anxiously and in their absoluteness aback they accommodate added important advice apropos Obsidian Activity and the acceding and altitude of the Action as able-bodied as abundant instructions on how Bonterra shareholders can breakable their Bonterra Shares to the Offer.
Questions? Bonterra shareholders should acquaintance Kingsdale Advisors, the advice abettor and depositary for the Offer, at 1-888-564-7333 (North American Toll-Free Number) or 1-416-867-2272 (Outside North America) or via email at [email protected]
The action and auction of Obsidian Shares pursuant to the Action is accountable to a allotment account (the “Registration Statement”) filed with the United States Antithesis and Barter Commission (the “SEC”) beneath the U.S. Antithesis Act of 1933, as amended. The Allotment Account includes assorted abstracts accompanying to such action and sale. OBSIDIAN ENERGY URGES INVESTORS AND SHAREHOLDERS OF BONTERRA TO READ THE REGISTRATION STATEMENT AND ANY AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AND SALE OF OBSIDIAN SHARES AS THOSE DOCUMENTS BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You will be able to admission a chargeless archetype of such allotment statement, as able-bodied as added accordant filings apropos Obsidian Activity or the Offer, at the SEC’s website (www.sec.gov) beneath the issuer contour for Obsidian Energy, or on appeal after allegation from the Corporate Secretary of Obsidian Activity at Suite 200, 207 – 9th Avenue, SW, Calgary, Alberta T2P 1K3.
Copies of the Action Abstracts may additionally be acquired chargeless of allegation aloft appeal from the Corporate Secretary of Obsidian Activity at Suite 200, 207 – 9th Avenue, SW, Calgary, Alberta T2P 1K3. The Action Abstracts are additionally accessible in Canada on SEDAR at www.sedar.com, in the United States on EDGAR at www.sec.com and on Obsidian Energy’s website at www.obsidianenergy.com.
OIL AND GAS INFORMATION ADVISORY
Boe may be misleading, decidedly if acclimated in isolation. A boe about-face adjustment of six thousand cubic anxiety of accustomed gas to one butt of awkward oil is based on an activity adequation about-face adjustment primarily applicative at the burner tip and does not represent a bulk adequation at the wellhead. Accustomed that the bulk adjustment based on the accustomed bulk of awkward oil as compared to accustomed gas is decidedly altered from the activity adequation about-face adjustment of 6:1, utilizing a about-face on a 6:1 abject is ambiguous as an adumbration of value.
This account absolution contains references to the acceding EBITDA, Enterprise Bulk (or EV), Net Debt, Debt, funds flow, banknote flow, free banknote flow, and netbacks which do not accept a connected acceptation assigned by International Banking Reporting Standards and appropriately are advised non-GAAP measures; accordingly, they may not be commensurable to agnate measures provided by added issuers. EBITDA is net antithesis (loss) added accounts costs (income), accoutrement for (recovery of) assets taxes, and depletion, abrasion and amortization. Enterprise Bulk is a admeasurement of absolute bulk of the applicative aggregation affected by accumulation the bazaar bulk of its accustomed shares at a specific date, abacus its absolute Debt and abacus its banknote and banknote and banknote equivalents. Debt is coffer debt, addendum and, alone in account of Bonterra, subordinated debt (including the subordinated note(s) issued by Bonterra to clandestine accompanying affair investors). Net Debt is coffer debt or abiding debt, added net alive basic (surplus)/deficit, and is a admeasurement of advantage and liquidity. Funds breeze is banknote breeze from operating activities afore changes in non-cash alive capital, decommissioning expenditures, arduous appointment charter settlements, the furnishings of costs accompanying affairs from adopted barter affairs and debt repayments, restructuring accuse and assertive added costs and is adumbrative of banknote accompanying to continuing operations. Funds breeze is acclimated to appraise the accumulated entity’s adeptness to armamentarium planned basic programs. Banknote breeze is funds breeze from operations afore changes in any non-cash alive basic changes and decommissioning expenditures. Chargeless banknote breeze is funds breeze from operations beneath basic and decommissioning expenditures. Netback is the per assemblage of assembly bulk of acquirement beneath royalties, operating expenses, busline costs and accomplished accident administration assets and losses, and is acclimated in basic allocation decisions and to economically rank projects.
Alberta Activity Company
barrels per day
barrel of oil equivalent
barrel of oil agnate per day
last twelve months
million British Thermal Units
West Texas Intermediate
Certain statements independent in this certificate aggregate advanced statements or advice (collectively “forward-looking statements”). Advanced statements are about articular by words such as “anticipate”, “continue”, “estimate”, “expect”, “forecast”, “budget”, “may”, “will”, “project”, “could”, “plan”, “intend”, “should”, “believe”, “outlook”, “objective”, “aim”, “potential”, “target” and agnate words suggesting approaching contest or approaching performance. In particular, this certificate contains advanced statements pertaining to, after limitation, the following: the timing for accepting of the Offer; the achievement of the altitude to the Offer; the advancing strategic, operational and banking allowances and synergies that may aftereffect from the proposed aggregate amid Obsidian Activity and Bonterra, including as to accepted bulk synergies, accretion, and expectations for anniversary of the entities on a stand-alone basis; the constant allowances of the Action to Obsidian Activity and Bonterra shareholders; that the Action is the bigger advantage compared to abacus added debt to an already over-levered antithesis area for Bonterra shareholders; that Bonterra has no plan to actualize actor value; what the acclaim commitments appear by Bonterra can and cannot be acclimated for and the restrictions to be imposed on Bonterra pursuant to the acclaim commitments; and that we are assured in accepting lender and noteholder approval for the Offer. In addition, all added statements and added advice that abode the Action (including achievement of the Action conditions) are advanced statements.
With account to advanced statements independent in this document, Obsidian Activity has fabricated assumptions regarding, amid added things: that both Obsidian Activity and Bonterra, anniversary of which are accountable to abbreviate appellation extensions on their corresponding chief revolving acclaim facilities, abide to admission extensions in account of their thereof and contrarily abide to amuse the applicative covenants beneath such facilities, including afterward the achievement of the Action and any consecutive added footfall transaction, the adeptness to complete the Action and the proposed combination, accommodate Obsidian Energy’s and Bonterra’s businesses and operations and apprehend financial, operational and added synergies from the proposed combination; that anniversary of Obsidian Energy, Bonterra and, afterward the achievement of the Offer, the accumulated article will accept the adeptness to abide as a activity affair activity advanced and apprehend its assets and acquittal its liabilities in the accustomed beforehand of business; the appulse of bounded and/or all-around bloom accompanying events, including the advancing COVID-19 pandemic, on activity demand; that the accumulated entity’s operations and assembly will not be disrupted by affairs attributable to the COVID-19 communicable and the responses of governments and the accessible to the pandemic; that Bonterra’s about accessible information, including it accessible letters and antithesis filings as of October 13, 2020, are authentic and complete; all-around activity behavior activity forward, including the connected acceding of associates of OPEC, Russia and added nations to attach to absolute assembly quotas or added abate assembly quotas; Obsidian Energy’s adeptness to assassinate on its affairs as declared herein and in its added acknowledgment abstracts and the appulse that the acknowledged beheading of such affairs will accept on Obsidian Activity and, afterward the combination, the accumulated article and the accumulated entities’ corresponding stakeholders; that the accustomed article bulk and adopted barter ambiance will abide or improve; approaching basic amount levels; approaching awkward oil, accustomed gas liquids and accustomed gas prices and differentials amid light, average and abundant oil prices and Canadian, WTI and apple oil and accustomed gas prices; approaching awkward oil, accustomed gas liquids and accustomed gas assembly levels, including that we will not be appropriate to shut-in added assembly due to the assiduity of low article prices or the added abasement of article prices and our expectations apropos aback article prices will beforehand such that shut-in backdrop can be alternate to production; approaching barter ante and absorption rates; approaching debt levels; the adeptness to assassinate our basic programs as planned after cogent adverse impacts from assorted factors above our control, including weather, agrarian fires, basement admission and delays in accepting authoritative approvals and third affair consents; the accumulated entity’s adeptness to admission accessories in a appropriate abode to backpack out development activities and the costs thereof; the accumulated entity’s adeptness to bazaar our oil and accustomed gas auspiciously to accustomed and new customers; the accumulated entity’s adeptness to admission costs on adequate terms; and the accumulated entity’s adeptness to add assembly and affluence through our development and corruption activities.
Although Obsidian Activity believes that the expectations reflected in the advanced statements independent in this document, and the assumptions on which such advanced statements are made, are reasonable, there can be no affirmation that such expectations will prove to be correct. Readers are cautioned not to abode disproportionate affirmation on advanced statements included in this document, as there can be no affirmation that the plans, intentions or expectations aloft which the advanced statements are based will occur. By their nature, advanced statements absorb abundant assumptions, accepted and alien risks and uncertainties that accord to the achievability that the advanced statements independent herein will not be correct, which may account absolute achievement and banking after-effects to alter materially from any estimates or projections of approaching achievement or after-effects bidding or adumbrated by such advanced statements. Such assumptions, risks and uncertainties are declared in Obsidian Energy’s Anniversary Advice Anatomy and added accessible filings, accessible in Canada on SEDAR at www.sedar.com and in the United States on EDGAR at www.sec.gov. Readers are cautioned that such assumptions, risks and uncertainties should not be construed as exhaustive.
The advanced statements independent in this certificate allege alone as of the date of this document. Except as especially appropriate by applicative antithesis laws, we do not undertake any obligation to about amend any advanced statements. The advanced statements independent in this certificate are especially able by this cautionary statement.
All references to $ or C$ in this account absolution are to Canadian dollars and all references in this account absolution to US$ are to U.S. dollars.
1 Assumes US$50 WTI and $1.95/MMBtu AECO and 4.5x Enterprise Bulk to 2021 & 2022 EBITDA.
2 Assumes US$50/bbl WTI and $1.95/MMBtu AECO 2021 – 2023.
3 Assumes US$50/bbl WTI and $1.95/MMBtu AECO 2021 – 2024.
4 Total banknote costs accommodate operating costs, busline costs and G&A expenses, refers to Q2 2020 compared to Q3 2019.
5 Source: Obsidian Activity and Bonterra Q2 2020 Management’s Discussion and Analysis, refers to Q2 2020 compared to Q3 2019 and includes accident administration assets and losses.
6 Breakeven WTI bulk authentic as US$ WTI/bbl bulk appropriate to armamentarium comestible basic to advance collapsed assembly aural operating banknote flow. WTI / bbl breakeven anticipation assumes US$4.00/bbl Edmonton Par differentials, US$14.00/bbl WCS, US$1.00/MMBtu AECO differentials and 1.36x C$/US$ adopted barter rate.
7 For a abounding description of the accomplishments of the Offer, see the Action to Acquirement and Take-Over Bid Annular anachronous September 21, 2020.
8 “I am not adage we don’t appetite to do a deal, but we don’t appetite to do a accord that they proposed at this point. It’s too abundant in favour of their side,” [Mr. Fink] said. “There are a lot of positives putting the two entitles together, but not the angle that’s in advanced of us appropriate now.” Calgary Herald, September 4, 2020.
9 Source: Bonterra cabal filings on www.SEDI.ca.
10 Source: Bonterra’s Administration Advice Annular anachronous April 9, 2020 and Bonterra account absolution anachronous March 11, 2020.
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SOURCE Obsidian Activity Ltd.
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