Celtic Announces Completion of Acquisition by ExxonMobil Canada Ltd.
CALGARY, ALBERTA -- (Marketwire) -- 02/26/13 -- 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 Information
This 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
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.
Celtic Exploration Ltd.
Suite 600, 321 - 6th Avenue SW
Calgary, Alberta, Canada T2P 3H3
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