Press release from Marketwire
Celtic Announces Completion of Acquisition by ExxonMobil Canada Ltd.
Tuesday, February 26, 2013
Celtic Announces Completion of Acquisition by ExxonMobil Canada Ltd.14:24 EST Tuesday, February 26, 2013CALGARY, ALBERTA--(Marketwire - Feb. 26, 2013) - Celtic Exploration Ltd. ("Celtic") (TSX:CLT) is pleased to announce the successful completion of the previously announced plan of arrangement (the "Arrangement"), pursuant to which a subsidiary of ExxonMobil Canada Ltd. acquired all of the outstanding common shares of Celtic (the "Celtic Shares"), including the Celtic Shares issued upon the conversion of all of the outstanding 5.00% convertible unsecured subordinated debentures of Celtic due April 30, 2017 (the "Celtic Debentures") pursuant to the plan of arrangement.Pursuant to the Arrangement, the former holders of Celtic Shares received, for each Celtic Share held, $24.50 in cash and one-half (1/2) of one common share of Kelt Exploration Ltd. ("Kelt"), a new junior oil and gas exploration and production company. With respect to the Celtic Debentures, all of the Celtic Debentures were converted into Celtic Shares on the basis of approximately 50.7779 Celtic Shares (including Celtic Shares issued pursuant to the "make whole premium") for each $1,000 principal amount of Celtic Debentures. The former holders of Celtic Debentures then received, for each Celtic Share received upon such conversion, $24.50 in cash and one-half (1/2) of one common share of Kelt. The former holders of Celtic Debentures also received, for each $1,000 principal amount of Celtic Debentures, a cash amount of approximately $20.56, representing accrued and unpaid interest on such principal amount to, but excluding, the closing date and the interest that would otherwise be payable thereon from and including the closing date to, but excluding, the date which is 32 days after the closing date.With the completion of the Arrangement, it is anticipated that the Celtic Shares and the Celtic Debentures will be delisted from the Toronto Stock Exchange (the "TSX"). Cautionary Statement on Forward-Looking Statements and InformationThis press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. In particular, this press release contains forward-looking statements and information concerning the delisting of the Celtic Shares and the Celtic Debentures from the TSX. In respect of such forward-looking statements and information, Celtic has provided such statements and information in reliance on certain assumptions, including assumptions as to the time necessary and the ability of Celtic to complete the delisting of the Celtic Shares and Celtic Debentures. Although Celtic believes that the assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because there can be no assurance that they will prove to be correct. Since forward-looking statements and information address future events and uncertainties, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These factors and risks include, but are not limited to, the risk that the Celtic Shares and Celtic Debentures will not be delisted in a timely manner or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional factors that could affect Celtic are included in the documents filed by Celtic with the applicable securities regulatory authorities and may be accessed through the SEDAR website at www.sedar.com.Celtic's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements and information contained in this press release will transpire or occur, or if any of them do so, what benefits may be derived therefrom. The forward-looking statements and information contained in this press release are made as of the date hereof and Celtic undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.FOR FURTHER INFORMATION PLEASE CONTACT: Contact Information: Celtic Exploration Ltd.Suite 600, 321 - 6th Avenue SWCalgary, Alberta, Canada T2P 3H3