Press release from CNW Group
Fort Chicago mails offer for Swift Power Corp.
Friday, July 02, 2010
Fort Chicago mails offer for Swift Power Corp.14:28 EDT Friday, July 02, 2010/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./Trading Symbol: FCE.UNExchange: TSXCALGARY, July 2 /CNW/ - Fort Chicago Energy Partners L.P. ("Fort Chicago") announced today that in connection with the previously announced pre-acquisition agreement dated June 22, 2010 (the "Pre-Acquisition Agreement") between Fort Chicago and Swift Power Corp. ("Swift"), Fort Chicago's indirect wholly-owned subsidiary, Fort Chicago Pipelines (Canada) Ltd. ("Fort Chicago Pipelines"), has mailed a take-over bid offer and circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") to the shareholders of Swift Power Corp. ("Swift"). Under the terms of the offer (the "Offer"), Fort Chicago Pipelines will offer $0.35 in cash for each common share of Swift (a "Swift Share"), representing a premium of 40% over the closing price of the Swift Shares on the TSX Venture Exchange ("TSXV") on June 21, 2010, the last trading day before the announcement of the entering into of the Pre-Acquisition Agreement, 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. The Offer is subject to certain conditions, including acceptance by holders of a number of Swift Shares that, together with the Swift Shares owned by Fort Chicago Pipelines, 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. The Offer will expire at 4:30 p.m. (Calgary time) on August 9, 2010, unless withdrawn or extended.Fort Chicago Pipelines has filed with the Canadian securities regulatory authorities the Offer Documents and Swift has filed a directors' circular with respect to the Offer, containing the unanimous recommendation of the board of directors of Swift that Swift shareholders accept the Offer (the "Swift Directors' Circular"). The Swift Directors' Circular is being mailed with the Offer Documents.Shareholders of Swift are urged to read the Offer Documents and the Swift Directors' Circular. These documents, as well as any amendments and supplements to them and any other relevant document filed or to be filed with the Canadian securities regulatory authorities, contain important information relating to the Offer.Fort Chicago has retained Computershare Investor Services Inc. to act as depositary for the Offer. Shareholders of Swift may obtain a copy of the Offer Documents and the Swift Directors' Circular at www.sedar.com. In addition, any questions or requests further information on how to tender Swift Shares to the Offer may be directed to the depositary at 1-800-564-6253 (North America Toll Free) or by email at email@example.com. Persons whose Swift Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Swift Shares to the Offer.This news release is neither an offer to purchase securities nor a solicitation of an offer to sell securities.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 and its Series B Debentures are listed on the TSX under the symbol FCE.DB.B. 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 an 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 each of its pipeline, NGL extraction and power businesses are also actively developing a number of greenfield investment opportunities that will be a key source of future growth. In the normal course of its business, Fort Chicago and each of its businesses regularly evaluate and pursue acquisition and development opportunities. << Class A Unit Ownership Restrictions >> Fort 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 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