Baytex Energy Corp. (TSX:BTE) (NYSE:BTE)
("
Baytex") and Raging River Exploration Inc.
(TSX:RRX) ("
Raging River") are pleased to announce
that they have filed a joint management information circular and
proxy statement (the "
Circular") for their
respective special shareholders' meetings to be held in connection
with the proposed strategic combination of Baytex and Raging River
pursuant to a statutory plan of arrangement under the Business
Corporations Act (Alberta) (the
"
Arrangement"). Pursuant to the Arrangement,
holders of common shares of Raging River will receive, directly or
indirectly, 1.36 common shares of Baytex for each common share of
Raging River.
The mailing of the Circular and other materials
has commenced and shareholders of Baytex and Raging River should
receive them within approximately 7 days. An electronic copy
of the Circular is available on Baytex's website at
www.baytexenergy.com/special-meeting and on Raging River's
website at www.rrexploration.com. The Circular is also available on
SEDAR under the issuer profiles of both companies at
www.sedar.com and on EDGAR under Baytex’s profile at
www.sec.gov/edgar.shtml.
Your vote is important regardless of the
number of shares you own. Baytex and Raging River
encourage shareholders to read the Circular in detail.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
The Board of Directors of Raging River
UNANIMOUSLY recommends thatRaging River
Shareholders vote IN FAVOUR of the Arrangement
The Board of Directors of Baytex
UNANIMOUSLY recommends thatBaytex Shareholders
vote IN FAVOUR of the Issuance Resolution
Reasons for and Benefits of the Arrangement
Both Baytex and Raging River expect the Arrangement to offer a
number of long-term strategic, financial and operational benefits
and advantages for shareholders, including the following:
- A World Class Asset Base
- Attractive Growth and Free Cash Flow
- Strong Balance Sheet
- High Return Oil-Weighted Assets
- Superior Capability to Optimize Capital
Allocation
- Strong Oil Price Diversification
- Enhanced Platform for Developing Emerging
Plays
- Top Tier Team with a Focus on Operational
Excellence
- Increased Scale and Trading Liquidity
Share Exchange Information and Tax
Treatment
Pursuant to the Arrangement, Raging River
shareholders will receive the Baytex shares they are entitled to
receive on a taxable basis unless they complete and file a Letter
of Transmittal and Election Form and elect to receive the Baytex
shares on a tax-deferred basis.
Generally, a Raging River
shareholder whose adjusted cost base of their Raging River
shares is greater than the fair market value of
the Raging River shares should not need to elect to receive the
Baytex shares pursuant to the Arrangement on a tax-deferred basis
since, absent such election, such Raging River shareholder will
realize a capital loss on the disposition of the Raging River
shares pursuant to the Arrangement.
Generally, a Raging River
shareholder whose adjusted cost base of their Raging River
shares is less than the fair market value of the
Raging River shares should consider electing to receive the Baytex
shares pursuant to the Arrangement on a tax-deferred basis prior to
the Election Deadline in order to receive the Baytex shares
pursuant to the Arrangement on a tax-deferred basis and,
accordingly, not realize a capital gain on the disposition of their
Raging River shares pursuant to the Arrangement.
Raging River shareholders who wish to receive
the Baytex shares on a tax-deferred basis must send in
(i) their Letter of Transmittal and Election Form and
(ii) their share certificate(s) or Direct Registration System
Advice representing their Raging River shares to Computershare
Investor Services Inc. (the "Depositary")
prior to 5:00 p.m. (Calgary time) on August 20,
2018 (unless such time is extended by agreement of Raging
River and Baytex) (the "Election Deadline").
Raging River shareholders who do not hold their
Raging River shares in their own name should instruct their broker
or other intermediary to complete and deliver a Letter of
Transmittal and Election Form in respect of such holders' Raging
River shares to the Depositary prior to the Election Deadline.
The information contained above relating to the
tax impacts of the Arrangement and the procedure relating to the
exchange of Raging River shares for Baytex shares is of a summary
nature and therefore is not complete and is qualified in its
entirety by the more detailed information contained in the Circular
which is important and should be reviewed carefully. Raging River
shareholders should review the discussion under "Certain Canadian
Federal Income Tax Considerations" and "Procedure for the
Arrangement to Become Effective - Procedure for Exchange of Raging
River Share Certificates" in the Circular and are urged to consult
their own tax advisors regarding the tax consequences of the
Arrangement.
Raging River Meeting
The special meeting of shareholders of Raging
River is scheduled to be held at 9:30 a.m.
(Calgary time) on Tuesday, August 21, 2018 in the
Devonian Room at the Calgary Petroleum Club located at 319 – 5th
Avenue S.W., Calgary, Alberta, to approve the Arrangement.
The record date for determination of shareholders entitled to
receive notice of and to vote at the meeting was the close of
business on July 9, 2018.
Baytex Meeting
The special meeting of shareholders of Baytex is
scheduled to be held at 10:30 a.m. (Calgary time)
on Tuesday, August 21, 2018 in the Devonian Room
at the Calgary Petroleum Club located at 319 – 5th Avenue S.W.,
Calgary, Alberta, to approve the issuance of Baytex shares to be
issued to Raging River shareholders pursuant to the Arrangement
(the “Issuance Resolution”). The record date
for determination of shareholders entitled to receive notice of and
to vote at the meeting was the close of business on July 9,
2018.
Shareholder Information and
Questions
Baytex and Raging River shareholders who have
questions about the Circular, need assistance with voting their
shares or making the appropriate election on the Letter of
Transmittal and Election Form can contact our proxy solicitation
agent, Laurel Hill Advisory Group:
Laurel Hill Advisory GroupNorth
America Toll Free: 1-877-452-7184Collect Calls Outside North
America: 1-416-304-0211Email: assistance@laurelhill.com
Shareholders are encouraged to vote today using
the internet, telephone or facsimile.
Advisory Regarding Forward-Looking
Statements
In the interest of providing the shareholders of
Baytex and Raging River and potential investors with information
regarding Baytex, Raging River and the combined company resulting
from the Arrangement, including management's assessment of future
plans and operations, certain statements in this press release are
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of applicable
Canadian securities legislation (collectively, "forward-looking
statements"). In some cases, forward-looking statements can be
identified by terminology such as "anticipate", "believe",
"continue", "could", "estimate", "expect", "forecast", "intend",
"may", "objective", "ongoing", "outlook", "potential", "project",
"plan", "should", "target", "would", "will" or similar words
suggesting future outcomes, events or performance. The
forward-looking statements contained in this press release speak
only as of the date thereof and are expressly qualified by this
cautionary statement.
Specifically, this press release contains
forward-looking statements relating to but not limited to: the
expected long-term benefits of the Arrangement; that the combined
organization will have world class assets, have an attractive
growth and free cash flow profile, have a strong balance sheet,
have high return oil-weighted assets, have a superior capability to
optimize capital allocation, have strong oil price diversification,
have an enhanced platform for developing emerging plays, have a top
tier team with a focus on operational excellence and have increased
scale and trading liquidity; whether the Election Deadline will be
extended; and certain other matters relating to the
Arrangement.
These forward-looking statements are based on
certain key assumptions regarding, among other things: the timing
of receipt of regulatory and shareholder approvals for the
Arrangement; the ability of the combined company to realize the
anticipated benefits of the Arrangement; petroleum and natural gas
prices and differentials between light, medium and heavy oil
prices; well production rates and reserve volumes; the ability to
add production and reserves through exploration and development
activities; capital expenditure levels; the ability to borrow under
credit agreements; the receipt, in a timely manner, of regulatory
and other required approvals for operating activities; the
availability and cost of labour and other industry services;
interest and foreign exchange rates; the continuance of existing
and, in certain circumstances, proposed tax and royalty regimes;
the ability to develop crude oil and natural gas properties in the
manner currently contemplated; and current industry conditions,
laws and regulations continuing in effect (or, where changes are
proposed, such changes being adopted as anticipated). Readers are
cautioned that such assumptions, although considered reasonable by
Baytex and Raging River at the time of preparation, may prove to be
incorrect.
Actual results achieved will vary from the
information provided herein as a result of numerous known and
unknown risks and uncertainties and other factors. Such factors
include, but are not limited to: completion of the Arrangement
could be delayed if parties are unable to obtain the necessary
regulatory, stock exchange, shareholder and court approvals on the
timeline planned; the Arrangement will not be completed if all of
these approvals are not obtained or some other condition of closing
is not satisfied; the volatility of oil and natural gas prices and
price differentials; the availability and cost of capital or
borrowing; that credit facilities may not provide sufficient
liquidity or may not be renewed; failure to comply with the
covenants in debt agreements; risks associated with a third-party
operating the Eagle Ford properties; availability and cost of
gathering, processing and pipeline systems; public perception and
its influence on the regulatory regime; changes in government
regulations that affect the oil and gas industry; changes in
environmental, health and safety regulations; restrictions or costs
imposed by climate change initiatives; variations in interest rates
and foreign exchange rates; risks associated with hedging
activities; the cost of developing and operating assets; depletion
of reserves; risks associated with the exploitation of properties
and ability to acquire reserves; changes in income tax or other
laws or government incentive programs; uncertainties associated
with estimating oil and natural gas reserves; inability to fully
insure against all risks; risks of counterparty default; risks
associated with acquiring, developing and exploring for oil and
natural gas and other aspects of operations; risks associated with
large projects; risks related to thermal heavy oil projects; risks
associated with use of information technology systems; risks
associated with the ownership of securities of Baytex and Raging
River, including changes in market-based factors; risks for United
States and other non-resident shareholders, including the ability
to enforce civil remedies, differing practices for reporting
reserves and production, additional taxation applicable to
non-residents and foreign exchange risk; and other factors, many of
which are beyond control. These and additional risk factors are
discussed in Baytex's Annual Information Form, Annual Report on
Form 40-F and Management's Discussion and Analysis for the year
ended December 31, 2017, filed with Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission and in
Raging River's Annual Information Form for the year ended December
31, 2017, filed with Canadian securities regulatory authorities and
in Baytex's and Raging River's other public filings.
The above summary of assumptions and risks
related to forward-looking statements has been provided in order to
provide shareholders and potential investors with a more complete
perspective on the combined company's current and future operations
and such information may not be appropriate for other purposes.
There is no representation by Baytex or Raging
River that actual results achieved will be the same in whole or in
part as those referenced in the forward-looking statements and
neither Baytex nor Raging River undertake any obligation to update
publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities
law.
About Baytex Energy Corp.
Baytex is an oil and gas corporation based in
Calgary, Alberta. The company is engaged in the acquisition,
development and production of crude oil and natural gas in the
Western Canadian Sedimentary Basin and in the Eagle Ford in the
United States. Approximately 80% of Baytex’s production is weighted
toward crude oil and natural gas liquids. Baytex’s common shares
trade on the Toronto Stock Exchange and the New York Stock Exchange
under the symbol BTE.
For further information about Baytex, please
visit the company website at www.baytexenergy.com or
contact:
Brian EctorSenior Vice
President, Capital Markets and Public Affairs Toll Free
Number: 1-800-524-5521 Email: investor@baytexenergy.com
About Raging River Exploration
Inc.
Raging River is a crude oil and natural gas
exploration, development and production company based in Calgary,
Alberta, Canada. The Company’s operations are in the Viking light
oil resource play in western Canada in addition to the recently
added East Duvernay Shale oil play. Raging River’s common shares
trade on the Toronto Stock Exchange under the symbol RRX.
For further information about Raging River,
please visit the company website at www.rrexploration.com or
contact:
Neil Roszell, P. Eng.CEO and Executive
ChairmanTel: (403) 767-1250 |
Bruce Beynon, P.
GeolPresidentTel: (403) 767-1251 |
Jerry Sapieha,
CAVice President, Finance & Chief Financial
OfficerTel: (403) 767-1265 |
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