Ratio For Merger CALGARY, Alberta and SAN JOSE, Calif., April 16 /CNW/ -- Encal Energy Ltd. (NYSE: ECA; Toronto: ENL) ("Encal") and Calpine Corporation (NYSE: CPN) announced today that the share exchange ratio for the companies' proposed merger has been calculated as 0.1493 exchangeable shares of Calpine Canada Holdings Ltd. for each existing Encal common share. This exchange ratio is based on the weighted average trading price of Calpine common stock for the measurement period of ten consecutive trading days ending on the third trading day before the Encal special meeting scheduled for April 18, 2001 and the average currency exchange rate from U.S. dollars to Canadian dollars for such ten day period. Based on the Encal special meeting scheduled for April 18, 2001, the measurement period ended April 12, 2001. The weighted average trading price of Calpine common stock was US$51.2635 and the average currency exchange rate was C$1.5683 for each U.S. dollar for this measurement period. In total, Calpine expects to issue approximately 16.6 million shares in connection with the merger. The exchangeable shares will be traded on The Toronto Stock Exchange. The shares will be exchangeable, at each shareholder's option, into shares of Calpine common stock on a one-for-one basis. The exchangeable shares will have economic and voting rights equivalent to shares of Calpine common stock. The merger of Encal and Calpine was announced on February 8, 2001. The merger is subject to the approval of the shareholders and optionholders of Encal, approval by the Court of Queen's Bench of Alberta as well as the fulfillment of certain other terms and conditions, including regulatory approvals. The Encal special meeting of shareholders and optionholders to vote upon the merger is scheduled for April 18, 2001 and the closing of the transaction is scheduled for April 19, 2001. Encal Energy Ltd. is a Calgary-based public oil and gas company with core operations in northeastern British Columbia and west central Alberta. Encal focuses on growth through drilling, primarily directed toward natural gas targets. For more information about Encal, visit our website at www.encal.com. Upon completion of the transaction, Calpine will gain approximately 1.0 trillion cubic feet equivalent of proved and probable natural gas reserves, net of royalties. The transaction also provides access to firm natural gas transportation capacity from western Canada to California and the eastern United States, and an accomplished management team capable, together with Calpine's existing management team, of leading Calpine's business expansion in Canada. The transaction will increase Calpine's net production to approximately 390 million cubic feet natural gas equivalent per day in North America. Daily natural gas production under the combined companies' control will be sufficient to fuel approximately 2,300 megawatts of generation. Upon completion of the transaction, Calpine's proved and probable reserves will be approximately 1.7 trillion cubic feet of natural gas equivalent, net of royalties. Based in San Jose, Calif., Calpine Corporation is dedicated to providing customers with reliable and competitively priced electricity. Calpine is focused on clean, efficient, natural gas-fired generation and is the world's largest producer of renewable geothermal energy. Calpine has launched the largest power development program in North America. To date, Calpine has approximately 31,200 megawatts of base load capacity and 6,500 megawatts of peaking capacity in operation, under construction and in announced development in 28 states and Canada. Calpine was founded in 1984 and is publicly traded on the New York Stock Exchange under the symbol CPN. For more information about Calpine, visit its website at www.calpine.com. The matters discussed in this news release may be considered "forward-looking" statements within the meaning of Section 27A of the Securities and Exchange Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include declarations regarding the intent, belief or current expectations of Encal and Calpine and their management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties and actual results could differ materially from those indicated by such forward-looking statements. Among the important factors that could cause results to differ materially from those indicated by such forward-looking statements are (i) that the information is of a preliminary nature and may be subject to further adjustments, (ii) risks associated with mergers including the ability to integrate Encal and Calpine operations, (iii) changes in government regulation, (iv) general operating risks, (v) the dependence on third parties, including Encal shareholders, (vi) the dependence on senior management, (vii) the successful exploitation of an oil or gas resource that ultimately depends upon the geology of the resource, the total amount and cost to develop recoverable reserves, and operational factors relating to the extraction of natural gas, and (viii) other risks identified from time to time in Encal's Annual Report and Annual Information Form filed with the Canadian regulatory authorities and Calpine's reports and registration statements filed with the Securities and Exchange Commission. /Web site: http://www.encal.com/ /Web site: http://www.calpine.com/ /For further information: David D. Johnson, President and Chief Executive Officer, or Steven A. Allaire, Vice President Finance and Chief Financial Officer, both of Encal Energy Ltd., 403-750-3300, or fax 403-266-2337, or invrel(at)encal.com; or investors, Rick Barraza, ext. 1125, or media, Bill Highlander, ext. 1244, both of Calpine Corporation, 408-995-5115/ (CPN ECA ENL.) CO: Calpine Corporation; Encal Energy Ltd. ST: Alberta, California IN: OIL UTI SU: TNM -30-
Encal Energy Ltd. and Calpine CorporationAnnounce Share Exchange
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