CALGARY, AB, March 1, 2023 /CNW/ - CanAsia Energy Corp.
("CanAsia") (TSXV: CEC) announced today that it has entered into an
agreement with Andora Energy Corporation ("Andora") for the
proposed purchase of Andora common shares owned by minority
shareholders for a cash payment of $0.044 per share.
CanAsia, which currently owns 88.2% of the Andora common shares,
has agreed to support the transaction by voting in favor of it the
Andora shares that CanAsia owns and to provide to Andora, by loan
or otherwise, sufficient funds to complete the transaction and pay
Andora's reasonable transaction expenses.
The directors of Andora, on the recommendation of an independent
committee of directors, are unanimously in favor of the
transaction. They determined that the transaction is in the best
interests of Andora and the consideration to be received by
minority shareholders is fair, from a financial point of view.
Andora will support and recommend that shareholders vote in favor
of the transaction. It is anticipated that holders of Andora
options will agree to participate in the transaction by either
exercising their options before the share consolidation occurs or
accepting a cash payment equal to the "in-the-money" value of their
options.
The going private transaction will be completed by consolidating
Andora common shares so that minority shareholders of Andora will
each hold a fractional Andora common share after consolidation.
Andora will immediately redeem those fractional shares for cash and
cancel them. The cash payment to minority shareholders of
$0.044 per share will be based on the
number of Andora common shares held by minority shareholders before
the share consolidation.
The result will be that CanAsia will own 100% of the Andora
common shares after the completion of the share consolidation and
redemption of fractional shares.
The transaction must be approved by Andora shareholders at a
special meeting called for that purpose and by the TSX Venture
Exchange. The required level of Andora shareholder approval will be
a majority of not less than 66⅔% of the votes cast at the meeting
(including shares owned by CanAsia). As CanAsia currently owns
88.2% of the Andora shares, it is anticipated that the required
approval will be obtained. CanAsia anticipates that the special
meeting of Andora shareholders will occur and the transaction will
close by March 31, 2023.
After the transaction is approved by Andora shareholders, Andora
will file articles of amendment with the Alberta Registrar of
Corporations to effect the transaction.
CanAsia is a Calgary,
Alberta based oil and gas company with operations in
Western Canada.
This press release contains forward-looking
information. Forward-looking information is generally
identifiable by the terminology used, such as "expect", "believe",
"estimate", "should", "anticipate" and "potential" or other similar
wording.
Forward-looking information in this press release includes
references, express or implied, to CanAsia's and Andora's agreement
to effect the transaction, the amount of the cash payment per
Andora common share held by minority shareholders, CanAsia's
agreement to support the transaction, that Andora's directors are
in favor of the transaction and Andora will support it, that
holders of Andora options will participate in the transaction, the
structure of the transaction, that CanAsia will hold 100% of the
Andora common shares after the transaction, the required level of
shareholder approval, approval by the TSX Venture Exchange, the
timing of a special meeting of Andora shareholders and closing of
the transaction.
By its very nature, the forward-looking information contained
in this press release requires CanAsia and its management to make
assumptions that may not materialize or that may not be
accurate. In addition, the forward-looking information is
subject to known and unknown risks and uncertainties and other
factors, some of which are beyond the control of CanAsia, which
could cause actual results, expectations, achievements or
performance to differ materially. Although CanAsia believes
that the expectations reflected in its forward-looking information
are reasonable, it can give no assurances that those expectations
will prove to be correct. CanAsia undertakes no obligation to
update publicly or revise any forward-looking information, whether
as a result of new information, future events or otherwise, except
as required by applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE CanAsia Energy Corp.