Press release from CNW Group
FORT CHICAGO MAILS FORMAL OFFER AND TAKE-OVER BID CIRCULAR FOR PRISTINE POWER INC.
Friday, October 01, 2010
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
Trading Symbol: FCE.UN
CALGARY, Oct. 1 /CNW/ - Fort Chicago Energy Partners L.P. ("Fort Chicago") announced today that it has mailed an offer and take-over bid circular and related documents to the securityholders of Pristine Power Inc. ("Pristine") in connection with Fort Chicago's previously announced offer to purchase (the "Offer") all of the issued and outstanding common shares of Pristine ("Pristine Shares") and all of the issued and outstanding common share purchase warrants of Pristine ("Pristine Warrants") not already owned by Fort Chicago and its affiliates. The Offer will expire at 5:01 p.m. (Calgary time) on Monday, November 8, 2010, unless withdrawn or extended.
Under the terms of the Offer, (i) holders of Pristine Shares, including any Pristine Shares issued prior to the expiry time of the Offer upon the exercise of outstanding Pristine Warrants and upon the exercise or surrender of outstanding options to acquire Pristine Shares granted pursuant to Pristine's stock option plan, are entitled to receive 0.2703 of a Class A limited partnership unit of Fort Chicago ("Class A Unit") for each Pristine Share, and (ii) holders of Pristine Warrants are entitled to receive $0.02 in cash for each Pristine Warrant.
The Offer is subject to a number of conditions including, among other things, (i) there being validly deposited under the Offer and not withdrawn such number of Pristine Shares that, together with the Pristine Shares beneficially owned by Fort Chicago and its affiliates, represents not less than 66 2/3% of the outstanding Pristine Shares calculated on a fully diluted basis, (ii) there being validly deposited under the Offer and not withdrawn such number of Pristine Warrants that, together with the Pristine Warrants beneficially owned by Fort Chicago and its affiliates, represents not less than 66 2/3% of the outstanding Pristine Warrants, and (iii) receipt of all necessary regulatory approvals. Certain conditions may be waived by Fort Chicago at any time both before and after the time of expiry of the Offer.
The terms of the Offer provide that the Class A Units issuable pursuant to the Offer will not be delivered to a beneficial owner of Pristine Shares (a "Restricted Pristine Shareholder") who, for purposes of the Income Tax Act (Canada) (the "Tax Act"), is (i) a "non-resident" of Canada or a partnership which is not a "Canadian partnership", or (ii) a person an interest in which would be a "tax shelter investment". In lieu of receiving Class A Units, upon the sale by, or on behalf of, Computershare Investor Services Inc. (the "Depositary") of the Class A Units that Restricted Pristine Shareholders would otherwise have received under the Offer, each Restricted Pristine Shareholder will receive a cash payment in Canadian dollars equal to such Restricted Pristine Shareholder's pro rata portion of the proceeds of the sale of all Class A Units sold by, or on behalf of, the Depositary (net of all applicable expenses in respect of such sales, including applicable commissions, and any applicable withholding taxes). Restricted Pristine Shareholders should refer to the applicable sections in the offer and take-over bid circular for more information regarding the sale of their Pristine Shares.
A directors' circular with respect to the Offer has been mailed together with the offer and take-over bid circular and related documents which contains a statement that the Board of Directors of Pristine, following receipt of the recommendation from an independent committee of directors formed to evaluate the Offer and after consultation with its financial and legal advisors and consideration of a number of factors, has unanimously determined that the Offer is fair to holders of Pristine Shares and Pristine Warrants and in the best interests of Pristine and the holders of Pristine Shares and Pristine Warrants and, accordingly, unanimously recommends that holders of Pristine Shares and Pristine Warrants accept the Offer.
Holders of Pristine Shares who accept the Offer and are eligible to receive Class A Units in accordance with the terms of the Offer will receive monthly distributions on such Class A Units provided that they hold such Class A Units on the applicable record date for the monthly distribution. As previously announced, Fort Chicago intends to convert from a limited partnership to a taxable Canadian corporation on January 1, 2011. Fort Chicago currently anticipates that there will be no change in its distribution policy following the completion of the conversion and that the continuing corporation will declare cash dividends on a monthly basis in the amount of $0.0833 per share, representing an annual dividend of $1.00 per share. The dividends paid by the continuing corporation are anticipated to be designated as "eligible dividends" for tax purposes and hence qualify for the Canadian enhanced federal dividend tax credit.
Holders of Pristine Shares and Pristine Warrants are urged to read the offer and take-over bid circular and directors' circular. These documents contain important information relating to the Offer. The offer and take-over bid circular, directors' circular and related letter of transmittal and notice of guaranteed delivery are available under Pristine's profile on the SEDAR website at www.sedar.com.
Fort Chicago has retained Computershare Investor Services Inc. to act as depositary for the Offer. Any questions or requests for assistance or further information on how to tender Pristine Shares or Pristine Warrants to the Offer may be directed to, and copies of the above referenced documents may be obtained by contacting, the depositary at 1-800-564-6253 (North America Toll Free) or by email at email@example.com. Persons whose Pristine Shares or Pristine Warrants are registered in the name of their broker, investment dealer, bank, trust company or other nominee should contact such nominee for assistance in depositing their Pristine Shares or Pristine Warrants to the Offer.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Class A Units have not been and will not be registered under the United States Securities Act of 1933 or any state securities laws and may not be offered, sold or delivered in the United States to or for the account of a "U.S. person" as defined in the regulations thereunder.
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 TSX under the symbol FCE.UN and its convertible unsecured subordinated debentures, Series B and Series C are listed on the TSX under the symbols FCE.DB.B. and FCE.DB.C, respectively. 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, waste heat power facilities along the Alliance Pipeline in Saskatchewan and renewable power projects in British Columbia. 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", each for purposes of the Tax Act.
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 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 G. 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