Press release from CNW Group
Fort Chicago enters into agreement to acquire Swift Power Corp.
Tuesday, June 22, 2010
Fort Chicago enters into agreement to acquire Swift Power Corp.18:19 EDT Tuesday, June 22, 2010/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/Trading Symbol: FCE.UNExchange: TSXCALGARY, June 22 /CNW/ - Fort Chicago Energy Partners L.P. ("Fort Chicago") announced today that it has entered into an agreement with Swift Power Corp. ("Swift Power") pursuant to which Fort Chicago has agreed to make an offer to acquire all of the issued and outstanding common shares ("Swift Shares") of Swift Power (the "Offer") by way of a take-over bid. Under the terms of the Offer, Fort Chicago will offer $0.35 in cash for each Swift Share, representing a premium of approximately 40% over the closing price of the Swift Shares on the TSX Venture Exchange ("TSXV") on June 21, 2010 and a premium of approximately 62% over the 20-day volume weighted average price of the Swift Shares on the TSXV for the period ending June 21, 2010. Fort Chicago has determined that the Offer will be made by Fort Chicago Pipelines (Canada) Ltd. (the "Offeror"), a wholly-owned subsidiary of Fort Chicago. The Offeror currently owns 2,542,154 Swift Shares. Swift Power has 27,790,155 Swift Shares outstanding on a fully-diluted basis. The aggregate transaction value, not including the Swift Shares owned by the Offeror, is approximately $8.47 million taking into account amounts payable upon the exercise of outstanding stock options.The board of directors of Swift Power has approved the Offer, unanimously determined that the Offer is in the best interest of Swift Power's shareholders and resolved to unanimously recommend acceptance of the Offer to the holders of Swift Shares. In connection with the Offer, directors, officers and certain shareholders of Swift Power holding an aggregate of 12,949,500 Swift Shares, representing approximately 47% of the issued and outstanding Swift Shares on a fully-diluted basis, have entered into pre-tender agreements with Fort Chicago pursuant to which they have agreed, among other things, to tender their Swift Shares under the Offer.The Offer is subject to a number of conditions, including acceptance by holders of a number of Swift Shares that, together with the Swift Shares owned by the Offeror, represents at least 66 2/3% of the outstanding Swift Shares (on a fully-diluted basis) and receipt of all required regulatory approvals and consents. Swift Power has agreed not to solicit further offers or initiate discussions or negotiations with any third party concerning the sale of Swift Power, subject to fiduciary obligations, including the right to respond to superior proposals, which Fort Chicago has the right to match. Swift Power has agreed, under certain circumstances, to pay a non-completion fee of $400,000.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.Stephen White, President and CEO of Fort Chicago, commented, "Our acquisition of Swift Power will advance the development of our power business, particularly in the renewable sector. We are also very pleased that the three members of the Swift Power management team expect to joining Fort Chicago to help us build this area of our business."Full details of the Offer will be included in a formal take-over bid circular and related documents, which are expected to be mailed to the shareholders of Swift Power, together with the directors' circular of Swift Power, no later than July 5, 2010. Once mailed, the take-over bid circular and the directors' circular will be available on the SEDAR website at www.sedar.com.The Offer, unless extended, will expire 35 days after the mailing. Completion of the Offer is expected to occur in August 2010.Fort ChicagoFort 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 TSX under the symbol FCE.UN. Fort Chicago is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; an NGL extraction business which includes a significant interest in a world-class extraction facility near Chicago; and a power business with power facilities in Ontario, New York, Colorado and California, district energy systems in Ontario and Prince Edward Island, and waste heat power facilities along the Alliance Pipeline. Fort Chicago and its businesses are also actively developing a number of greenfield investment opportunities that will be a key source of future growth, including LNG and pipeline facilities on the U.S. west coast, Alberta-based ethane and NGL extraction facilities, underground natural gas storage and pipeline facilities.Class A Unit Ownership RestrictionsFort Chicago is organized in accordance with the terms and conditions of a limited partnership agreement which provides that no Class A Units may be held by or transferred to, among other things, a person who is a "non-resident" of Canada, a person in which an interest would be a "tax shelter investment" or a partnership which is not a "Canadian partnership" for purposes of the Income Tax Act (Canada).Certain information contained herein relating to, but not limited to, Fort Chicago and its businesses constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Fort Chicago expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to Offer, the making and completion of the Offer and the outcome of the Offer and the development of greenfield investment opportunities. The risks and uncertainties that may affect the operations, performance, development and results of Fort Chicago's businesses include, but are not limited to, the following factors: failure to complete the Offer; the ability of Fort Chicago to successfully implement its strategic initiatives and achieve expected benefits; levels of oil and gas exploration and development activity; the status, credit risk and continued existence of contracted customers; the availability and price of capital; the availability and price of energy commodities; the availability of construction services and materials; fluctuations in foreign exchange and interest rates; Fort Chicago's ability to successfully obtain regulatory approvals; changes in tax, regulatory, environmental, and other laws and regulations; competitive factors in the pipeline, NGL and power industries; operational breakdowns, failures, or other disruptions; and the prevailing economic conditions in North America. Additional information on these and other risks, uncertainties and factors that could affect Fort Chicago's operations or financial results are included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that the forgoing list of factors and risks is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time.Although Fort Chicago believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual result achieved will vary from the information provided herein and the variations may be material. Fort Chicago makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Fort Chicago does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise. Any forward-looking information contained herein is expressly qualified by this cautionary statement.For further information: Stephen H. White, President and C.E.O., David I. Holm, Executive Vice President, Corporate and Business Development, Richard Weech, Vice President, Finance and C.F.O., Fort Chicago Energy Partners L.P., Livingston Place, Suite 440, 222 - 3rd Avenue S.W., Calgary, AB, T2P 0B4, Phone: (403) 296-0140, Fax: (403) 213-3648, www.fortchicago.com