Fort Chicago Formally Launches Offer to Acquire Swift Power
July 02 2010 - 1:07PM
Marketwired
Swift Power Corp. (TSX VENTURE: SPC) ("Swift Power" or the
"Company") is pleased to announce that Fort Chicago Pipelines
(Canada) Ltd., an indirect wholly-owned subsidiary of Fort Chicago
Energy Partners L.P. ("Fort Chicago") announced today that it has
mailed to shareholders of Swift Power ("Swift Shareholders") and
filed with the Canadian securities regulatory authorities, an offer
and take-over bid circular (collectively the "Offer Documents"),
formally commencing Fort Chicago's offer to acquire (the "Offer")
all of the issued and outstanding shares of Swift Power ("Shares"),
as well as shares issuable upon exercise of outstanding options,
for $0.35 in cash for each Share. The board of directors of Swift
Power unanimously recommends that Swift Shareholders accept the
Offer and tender their Swift Shares to the Offer.
The Offer is being made pursuant to the terms of a
pre-acquisition agreement dated June 22, 2010 between Swift Power
and Fort Chicago. The consideration under the Offer represents a
premium of 40% to Swift Power's closing price on the TSX Venture
Exchange (the "TSX-V") on June 21, 2010 and a premium of
approximately 62% to Swift Power's 20-day volume weighted average
price on the TSX-V for the 20 trading day period ending June 21,
2010.
In addition, Swift Power has prepared and filed a directors'
circular (the "Directors' Circular") in accordance with Canadian
securities law requirements. As outlined in the Directors'
Circular, the board of directors of Swift Power has unanimously
determined that the Offer is fair, from a financial point of view,
to the Swift Shareholders and is in the best interests of Swift
Power and the Swift Shareholders. The Directors Circular was mailed
concurrently with the Offer Documents.
Full details of the Offer are contained in the Offer Documents
and the Directors' Circular. Shareholders are encouraged to read
the documents and to consider the important information contained
therein. Copies of the Offer Documents and Directors' Circular
along with other relevant documents are available electronically
under Swift's profile at www.sedar.com. The Offer is open for
acceptance until 4:30 p.m. (Calgary time) on August 9, 2010.
Fort Chicago has retained Computershare Investor Services Inc.
to act as its depositary in connection with the Offer.
Swift Shareholders who are in doubt as to how to respond to the
Offer should consult their investment dealer, stockbroker, bank
manager, lawyer or other professional advisors.
About Fort Chicago
Fort Chicago is a publicly traded limited partnership based in
Calgary, Alberta, that owns and operates energy infrastructure
assets across North America. Its Class A Units are listed on the
Toronto Stock Exchange under the symbol FCE.UN.
About Swift Power
Swift Power is based in Vancouver, BC and is engaged in the
development of run-of-river hydroelectric power projects. In April
of this year, Swift Power was awarded a long-term Electricity
Purchase Agreement by BC Hydro for the Dasque Cluster hydroelectric
project. This 20 megawatt project is located near Terrace, BC, and
is planned to be in operation by late 2012, pending receipt of
necessary regulatory approvals. Swift Power holds rights to nine
water licence applications filed with the government of British
Columbia regarding several sites in BC. Additional information
about Swift Power is available on the Company's website at
www.swiftpower.ca.
FOR FURTHER INFORMATION
Swift Shares should be deposited under the Offer with the
depositary, being Computershare Investor Services Inc. Shareholders
should contact the depositary, at 1-800-564-6253 or
corporateactions@computershare.com, for assistance in accepting the
Offer and in depositing their Shares. Shareholders whose common
shares are registered in the name of an investment advisor, stock
broker, bank, trust company or other nominee should immediately
contact that nominee for assistance if they wish to accept the
Offer in order to take the necessary steps to be able to deposit
such common shares under the Offer.
Reader Advisory
This announcement is for informational purposes only and does
not constitute or form part of any offer or invitation to purchase,
acquire, subscribe for, sell, dispose of or issue, or any
solicitation of an offer to sell, dispose, issue purchase, acquire
or subscribe for any security. The Offer (including any variation
or extension in accordance with applicable securities laws) is
being made exclusively by means of, and subject to the terms and
conditions set out in the Offer Documents. Swift Shareholders
should read these materials carefully as they contain important
information, including the terms and conditions of the Offer. The
Offer Documents as well as the Directors' Circular will be
available electronically without charge at www.sedar.com.
Reader Advisory Regarding Forward-Looking Information
Certain statements contained in this news release, including
statements that contain words such as "may", "will", "would",
"could", "should", "anticipate", "believe", "intend", "expect",
"plan", "estimate", "budget", "outlook", "propose", "project", and
statements relating to matters that are not historical fact
constitute forward-looking information within the meaning of
applicable Canadian securities legislation. In this news release,
forward-looking information and statements include the anticipated
completion of the Offer.
The forward-looking information in this news release is subject
to known and unknown risks and uncertainties and other factors and
assumptions, which include, but are not limited to: the risk that
the Offer will not be completed as anticipated or at all; the risk
that one or more of the conditions to which the Offer is subject
will not be met; and risk the of delay in completion of the Offer.
In addition, Swift Power is subject to risks and uncertainties
which are discussed in greater detail in filings made by Swift
Power with the Canadian securities regulatory authorities. Actual
results could differ materially from those anticipated in these
forward-looking statements if the assumptions underlying them prove
incorrect, or if one or more of the uncertainties or risks
described above materializes.
Readers are strongly cautioned that the above list of factors
affecting forward-looking information is not exhaustive. Further,
forward- looking statements are made as at the date they are given
and, except as required by applicable law, Swift Power does not
intend, and does not assume any obligation, to update any
forward-looking statements, whether as a result of new information
or otherwise. The forward-looking statements contained in this news
release are expressly qualified by this advisory.
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.
Contacts: Swift Power Corp. Alexi Zawadzki President and CEO
(604) 637-6393 (604) 688-4457 (FAX) www.swiftpower.ca Fort Chicago
Energy Partners L.P. Stephen H. White President and CEO (403)
296-0140
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