| To: Kerm Yerman who wrote (3875) | 7/3/1997 3:45:00 PM | | From: Kerm Yerman | | | |
MEDIA / CRESTAR ENERGY OFFERS TO BUY GRAD & WALKER ENERGY
Crestar to buy Grad & Walker for $336-million
Friendly deal locks up founders' shares
Thursday, July 3, 1997
By Brent Jang -- Alberta Bureau
Crestar Energy Inc. has struck a friendly deal to buy Grad & Walker Energy Corp. for $336-million, acquiring a company founded after a chance meeting between a Calgary cattle rancher and an Arkansas philanthropist.
Crestar said yesterday that it has locked up shares held by co-founders Stanwill Grad and Willard Walker, who control a combined 18-per-cent stake in Grad & Walker.
Crestar is bidding $13.50 a share in cash or 0.509 Crestar shares for each Grad & Walker share, placing a ceiling of five million Crestar shares in the stock-swap portion of the offer.
The suitor has negotiated a breakup fee of $9.4-million, which it would receive from Grad & Walker if the deal fails to go through.
The Grad & Walker board has recommended acceptance of the takeover bid. Crestar will assume about $75-million in debt, but also stands to inherit $165-million in tax pools that will eliminate its taxes in 1997 and 1998. The oil and gas companies are both based in Calgary.
"At first blush, people will look at it and say it's a great deal for Grad & Walker shareholders, but is Crestar paying too much? On closer examination, it's a pretty good-looking deal too for Crestar," said Wilfred Gobert, an analyst with Peters & Co. Ltd. in Calgary.
Crestar, an energy producer formed five years ago from the castoffs of debt-laden Dome Petroleum Ltd., has grown rapidly to become one of the top 20 companies in Canada's oil patch.
Grad & Walker, which is about one-quarter the size of Crestar's $1.3-billion in market capitalization, also has a colourful history.
Mr. Grad, 52, a Calgarian who will continue to run his family's purebred beef cattle business, got his start in the oil patch as a roughneck on Alberta's drilling rigs. Mr. Walker, 75, is a wealthy Arkansas retiree and philanthropist who managed the second Wal-Mart Stores Inc. discount retail outlet opened by the legendary Sam Walton in 1962.
Mr. Grad met Mr. Walker -- who accumulated his wealth as one of the largest Wal-Mart shareholders outside the Walton family -- in 1985 by chance.
"I had a flat tire on a rental car about a half-hour before an auction in Mississippi," Mr. Grad recalled yesterday. "Willard tried to help me change the tire, but we couldn't figure out how to run the jack, sowe strolled over to the auction together."
At the public sale, Mr. Walker ended up buying the "American semen interest" in Mr. Grad's prized Charolais bull, Roxy Jack Dempsey.
The two men became friends and founded a private oil and gas company in 1986, backed by loans in which Wal-Mart stock was used as collateral. Grad & Walker went public in September, 1993.
"It was a dream come true for me in building this company," said Mr. Grad, chairman of Grad & Walker. "It's a great deal for our shareholders, but it hurts in a way. This has all developed pretty quickly. Quite frankly, I wasn't prepared to sell yet, but the offer was so significant."
Various officers and directors of Grad & Walker, who account for a 6-per-cent interest, have also agreed to tender to Crestar's plan to acquire all of Grad & Walker's 24.9 million shares, fully diluted.
Grad & Walker's southwestern Saskatchewan oil and gas assets overlap with Crestar's holdings in the Mantario area. The two producers are also active in central Alberta, where they have neighbouring properties in the Three Hills Creek region.
"We think we're acquiring an attractive asset base," said Barry Jackson, Crestar's president and chief executive officer.
Calgary-based Amoco Canada Petroleum Co. Ltd., which took over the collapsed Dome empire for $5.2-billion in 1988, spun off some of Dome's assets in 1992 to create an entity called Crestar.
Crestar then went public in 1993 in a $455-million offering, with Amoco and Dow Chemical Canada Inc. each holding a 17.5-per-cent stake at the time. Since then, Amoco has sold its entire interest while Dow reduced its stake to less than 3 per cent.
Peter Linder, an analyst with CIBC Wood Gundy Securities Inc. in Calgary, forecasts that Crestar's daily production will average more than 83,000 barrels of oil equivalent this year. Assuming the takeover takes effect Aug. 1, the addition of Grad & Walker's output would raise Crestar's production by about 16 per cent in 1997.
"It's fantastic. It's a very good fit," Mr. Linder said.
Some industry experts speculated that Crestar, itself, had become a target takeover, putting pressure on it to make a deal that would raise its stock price and ward off predators.
"Crestar needed to do an acquisition and they did it. But they didn't do it for the sake of doing it," said Mr. Linder, who has raised his 52-week target price for Crestar to $35 a share from $31.
Crestar shares rose $1.50 yesterday to close at $26.60 on the Toronto Stock Exchange. Based on that price, Crestar has a market capitalization of $1.3-billion.
Grad & Walker shares surged $2.35 to end at $13.50 on the TSE in heavy trading of 4.5 million shares. Its stock had closed at $9.70 on Friday before rising $1.45 earlier this week on speculation of a takeover offer.
The combined entity, which will initially have a production mix of 55-per-cent oil and 45-per-cent natural gas, will be embarking on an aggressive drilling program, Crestar said.
Although natural gas prices have softened, Mr. Linder said Crestar has a strong portfolio, including an array of oil assets to take advantage of relatively healthy crude oil prices.
Bradley Hurtubise, Grad & Walker's president and CEO, said he won't be joining Crestar. However, he expects most of Grad & Walker's other staff of about 100 will be hired by the suitor. Crestar has more than 400 employees.
CEO:................Barry Johnson
TSE symbol:..... CRS
Head office:..... Calgary
Employees:....... 408
Activities: Engaged in upstream oil and gas exploration, production and marketing
....................................1996...........1995
Revenue, million.........$421.8........$298.3
Profit, million................$51.6..........$18.3
CEO:...............Bradley Hurtubise
TSE symbole:...GWE
Head office:.....Calgary
Employees:......98
Activities:........Involved in the acquisition, exploration and development of oil and gas properties.
...................................1996.........1995
Revenue, million...........$55.7.......$47.6
Profit, million...............$...2.9.......$..0.1
Source: Datastream |
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:07:00 PM | | From: Kerm Yerman | | | |
FINANCING / CENTURION ENERGY INTERNATIONAL INC. NIXES PRIVATE PLACEMENT
TSE SYMBOL: CUX
JULY 3, 1997
Centurion Energy Will Not Proceed with Private Placement
CALGARY, ALBERTA--CENTURION ENERGY INTERNATIONAL INC. (the
"Corporation") announces that it will not proceed with the private
placement of Special Warrants for gross proceeds of up to
$67,000,000 as announced on June 05, 1997. The private placement
was to be used primarily for the completion of the acquisition of
Glacco Compania Petrolera S.A. ("Glacco"), a company owning oil
and gas interests in Argentina.
The Corporation is still negotiating on the Glacco purchase but is
working with a large company to form a joint venture to
participate in the purchase. By forming the joint venture, the
Corporation's participation will be reduced and will not require
equity financing.
The Corporation has entered into discussions regarding the sale of
its Canadian oil and gas properties. It is expected that the
proceeds from this sale will provide the Corporation with the
necessary working capital to meet its current development
commitments.
CENTURION ENERGY INTERNATIONAL INC. is a public company with
shares trading on the Toronto Stock Exchange under the trading
symbol "CUX".
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:09:00 PM | | From: Kerm Yerman | | | |
FINANCING / FIRST STAR ENERGY LTD. PRIVATE PLACEMENT
ASE SYMBOL: FST
JULY 3, 1997
First Star Energy Ltd. Completes Private Placement
CALGARY, ALBERTA--First Star Energy Ltd. ("First Star") announces
that it has completed a private placement of flow-through shares
for proceeds of $847,949.90. The private placement was done by
way of offering memorandum to 42 subscribers for a total of
2,422,714 shares ($0.35 per share).
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:11:00 PM | | From: Kerm Yerman | | | |
FIELD ACTIVITIES / OGY PETROLEUMS LTD. CORPORATE UPDATE
TSE SYMBOL: OGY
JULY 3, 1997
OGY Petroleums Ltd. Corporate Update
CALGARY, ALBERTA--OGY Petroleums Ltd. ("OGY") is pleased to
announce that its current level of production has recently
exceeded 1200 BOE per day. This volume of production is comprised
of over 600 barrels of oil per day and 6.0 million cubic feet per
day of natural gas.
OGY reported an average production level of 620 BOE per day for
the first quarter of 1997. Current estimates for the second
quarter will push this average to over 900 BOE per day and
expectations are for OGY to realize an average of 1250 BOE per day
for the third quarter of this year. OGY also forecasts that its
production volumes, based on existing operations and expected
drilling results, will reach the 1500 BOE per day level over the
next 60 days. To this end, the Company remains on track to
achieve its year end exit rate production target of 2000 BOE per
day.
This growth in production has been realized through the successful
results of OGY's active drilling program for 1997. To date, OGY
has drilled 14 wells, of which 13 were successful, for a 92
percent success ratio. This drilling program resulted in 4 gas
wells, 9 oil wells and one abandonment. OGY operates 100 percent
of the wells drilled and is currently participating in an 8 well
drilling program, of which 75 percent is operated. The Company
will be participating in 2 locations in Viking-Kinsella, 2 wells
in Edgerton, 3 exploration prospects in Alsask and one in
Fleeinghorse. OGY will continue to maintain an active drilling
program for the remainder of 1997 as the Company expects to drill
over 30 wells this year.
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:13:00 PM | | From: Kerm Yerman | | | |
FIELD ACTIVITIES / ODYSSEY PETROLEUM CORP OMAN WELL RESULTS
NASDAQ SYMBOL: OILYF
JULY 3, 1997
Odyssey Announces Results of Oman Well
CALGARY, ALBERTA--ODYSSEY PETROLEUM CORPORATION (NASDAQ:OILYF)
("Odyssey") reports the abandonment of the Wadi Saylah No. 1 well
on Block 15 in the Sultanate of Oman. While hydrocarbon shows
were encountered through the Natih and Shuaiba formations, log
analysis and formation testing indicated non-commercial quantities
of oil.
This was only the second well drilled on the 350,000 acre Block
15. The new data acquired from the Wadi Saylah well will be used
to remap prospects over the concession. Odyssey retains a 10
percent working interest in the concession.
Odyssey, a Canadian-based energy resource company, is engaged in
the production and distribution of ethanol, primarily in the
western United States, and in the exploration and development of
oil and gas prospects on an international basis. |
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:19:00 PM | | From: Kerm Yerman | | | |
SERVICE SECTOR / CANADIAN FRACMASTER LTD. PURCHASES RUSSIAN JOINT
VENTURE INTEREST FROM PANCANADIAN PETROLEUM LIMITED
CALGARY, July 3 /CNW/ - Canadian Fracmaster Ltd. is pleased to announce
that it has agreed to purchase all of PanCanadian Petroleum Offshore (Cyprus)
Limited's 25% interest in Samotlor Services, a Russian oil joint venture.
Fracmaster currently owns a 25% interest in Samotlor Services. The
remaining 50% interest is owned by Samotlorneft Joint Stock Company, a
principal production subsidiary of the Tyumen Oil Company. The latter is a
vertically integrated Russian oil company with estimated oil production of
about 6.5% of Russias total production.
Samotlor Services is located in the Tyumen Region of Western Siberia.
Using Fracmaster's oil well stimulation technology, Samotlor produces
incremental oil and provides well treatments on a fee-for-service basis.
The current gross production of the joint venture exceeds 15,000 barrels
per day. This acquisition will, in effect, double Fracmaster's net production
in this venture to more than 7,500 barrels per day. Fracmaster's share of oil
produced by all of its Russian Joint Enterprises in which it participates
averaged approximately 28,400 barrels of oil per day in the first quarter of
this year.
This acquisition is consistent with Fracmaster's view to being a
long-term player in the Russian oil industry and it positions the Company to
take advantage of new business opportunities.
Canadian Fracmaster Ltd. is an international oil and gas service and
production company listed on the Toronto, Montreal and Alberta Stock Exchanges
and trades under the symbol ``CFC''.
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:21:00 PM | | From: Kerm Yerman | | | |
FINANCING / KAPPA ENERGY ANNOUNCES CLOSING OF $20 MILLION SPECIAL
WARRANT FINANCING
CALGARY, July 3 /CNW/ - KAPPA Energy Company Inc. announced today that it
has closed its previously announced private placement of 10,000,000 Special
Warrants at a price of $2.00 per Special Warrant for gross proceeds of
$20,000,000 through an underwriting syndicate led by Griffiths McBurney &
Partners, and including Yorkton Securities Inc. and Credifinance Securities
Limited. Each Special Warrant is exercisable into one common share and
one-half of one common share purchase warrant for no additional consideration.
Each whole warrant will entitle the holder to acquire one common share at an
exercise price of $2.40 per share for a period of 18 months from the date of
closing.
The proceeds of the offering will be used to fund KAPPA's ongoing
international exploration activities in the Republic of Yemen and Colombia and
to further its business development activities in Egypt and the United
Kingdom.
Fifty percent of the gross proceeds from the issuance of the Special
Warrants were placed in escrow pending satisfaction of certain conditions to
the Corporation's previously announced property acquisition in Colombia.
KAPPA Energy Company Inc. is a Calgary-based oil and gas company with
international exploration operations.
The Alberta Stock Exchange has neither approved nor disapproved of the
contents of this press release.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, the securities in any jurisdiction. The
securities offered will not be and have not been registered under the United
States Securities Act of 1933 and may not be offered or sold in the United
States absent registration, or an applicable exemption from the registration
requirement. |
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:24:00 PM | | From: Kerm Yerman | | | |
SERVICE SECTOR / KELMAN TECHNOLOGIES SIGNS DATA MANAGEMENT SERVICE
AGREEMENT WITH GULF CANADA RESOURCES
CALGARY, July 3 /CNW/ - Kelman Technologies Inc. has entered into a
long-term relationship with Gulf Canada Resources Limited to provide
Gulf with Kelman's seismic data management services. This agreement will be
instrumental in enabling Gulf to re-engineer the work process of the
geophysical professional by providing efficient and cost-effective access to
high quality technical data.
This initiative represents a significant step towards the achievement of
Kelman's revenue targets for fiscal 1998.
Kelman's proprietary Data Management and Archival System (DMASS) permits
Gulf instantaneous on-line storage and retrieval of Gulf's seismic data,
twenty-four hours a day, seven days a week. DMASS uses a transparent and
secure interface to Gulf's computer system through high-speed fibre optic
connections. This leading edge system sends 5 to 10 megabyte files in
approximately 20 seconds, directly to the user's own desktop workstation.
This agreement enhances and strengthens Kelman's leadership position in
the automated seismic data archival business. Kelman has previously entered
into an agreement with PanCanadian Petroleum Limited to assist in the
conversion of PanCanadian's seismic data archives into an electronic
warehouse. These contracts demonstrate and confirm industry acceptance of the
revolutionary DMASS technology and justify the confidence the company has for
continued growth in this area.
Kelman Technologies Inc., is a publicly traded Canadian company listed on
the Toronto Stock Exchange, trading symbol KTI, with offices in Calgary,
Alberta and Houston, Texas.
The Toronto Stock Exchange has neither approved nor disapproved the
information contained herein.
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:27:00 PM | | From: Kerm Yerman | | | |
CORP. / INTER WEST ENERGY CORPORATION RETAINS PETERS & CO LIMITED AS
FINANCIAL ADVISOR
CALGARY, July 3 /CNW/ - Calgary-based Inter West Energy Corporation
announced today it has retained Peters & Co. Limited as its financial advisor
to assist in a review of strategic alternatives available to the company to
increase shareholder value.
In this regard, Peters & Co. will solicit proposals for the acquisition,
merger or recapitalization of Inter West. It is expected that a data room
will be open for interested parties by mid-July.
The Board of Directors reached this decision after a review of Inter
West's resources, opportunities and capital requirements. The Board concluded
that a business combination with another company would likely best enhance
Inter West's value to its shareholders. An announcement was made on June
27th, 1997, indicating that a committee of the Board had been appointed to
investigate Inter West's strategic alternatives.
Inter West is a Calgary-based oil/gas producer, engaged in the
exploration, production and marketing of oil and gas products in Canada and
the U.S. The Company's primary asset is a long term natural gas exploration
play in the Doris area of central Alberta. Inter West also holds an area
contract for the Provinces of Alberta and Saskatchewan to supply up to 200
mmcf/d of natural gas to TransCanada PipeLines Limited.
Inter West shares trade on the Alberta Stock Exchange under the symbol
``IWE''.
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| To: Kerm Yerman who wrote (3875) | 7/3/1997 4:31:00 PM | | From: Kerm Yerman | | | |
FINANCING / PRICE ESTABLISHED FOR GULF CANADA RESOURCES SECONDARY
EQUITY OFFERING
CALGARY, July 3 /CNW/ - Gulf Canada Resources Limited today announced the
sale of 18.2 million Ordinary Shares through a secondary offering to the
public at US$ 8.125 per share. Based on the offering price of US$ 8.125 per
share, Gulf elected not to sell any primary shares in this offering.
The 18.2 million share secondary offering is comprised of 16.28 million
shares held by A&G Resources Corp. and 1.96 million shares held by two members
of the group that invested approximately $300 million in Gulf in January, 1995
(1.8 million shares from Ontario Teachers Pension Plan Board, and 0.16 million
shares from University of Chicago upon exercise of share purchase warrants).
The joint lead underwriters for the offering are RBC Dominion Securities
Inc. and Salomon Brothers Inc. Other members of the underwriting syndicate
are Smith Barney Inc., Goldman, Sachs & Co., CIBC Wood Gundy Inc., Nesbitt
Burns Inc., TD Securities Inc., and HSBC James Capel Canada Inc.
Upon closing of the offering, expected by the end of next week, the total
of Gulf's Ordinary Shares outstanding will remain unchanged at approximately
269 million. Public holdings will increase to approximately 68 per cent, and
the A&G Resources and Torch group holdings will be approximately 19 percent
and 13 percent respectively.
A final prospectus has been filed with the Securities and Exchange
Commission in the United States under the Securities Act of 1933, as amended,
pursuant to the multijurisdictional disclosure system adopted in the United
States and Canada.
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