Baytex Provides Update on Aurora Acquisition
CALGARY, ALBERTA -- (Marketwired) -- 04/14/14 -- Baytex Energy
Corp. ("Baytex") (TSX: BTE)(NYSE: BTE) provides an update on the
status of its proposed acquisition of all of the shares of Aurora Oil
& Gas Limited ("Aurora") pursuant to a scheme of arrangement under
Australian law (the "Arrangement").
The Federal Court of Australia has approved the dispatch of the
scheme booklet and ordered that a meeting of Aurora shareholders be
convened to consider and vote on the Arrangement. The scheme meeting
will be held on Wednesday, May 21, 2014 at 9:30 a.m. (Perth time).
As a part of the process of completing the Arrangement, Aurora
previously filed a draft scheme booklet with the Australian
Securities Investments Commission ("ASIC"). ASIC has registered the
scheme booklet in relation to the proposed Arrangement. A copy of the
scheme booklet will be available under Aurora's profile on SEDAR at
www.sedar.com and on Aurora's website at www.auroraoag.com.au.
Printed copies of the scheme booklet will be sent to Aurora
shareholders over the next few days.
In connection with the Arrangement, the board of directors of Aurora
retained an independent expert, Grant Samuel & Associates Pty Limited
(the "Independent Expert"), to review the transaction. The
Independent Expert has assessed the underlying value of Aurora at
between A$3.76 and A$4.29 per share. As the consideration under the
Arrangement of A$4.10 per share falls within this valuation range,
the Independent Expert concluded that the Arrangement is fair and
reasonable and in the best interests of Aurora shareholders. A copy
of the Independent Expert's report is contained in the scheme
Aurora's directors unanimously recommend that shareholders vote in
favour of the resolution required to implement the Arrangement, in
the absence of a superior proposal. The Aurora directors also intend
to vote all Aurora shares that they control in favour of the
Arrangement, in the absence of a superior proposal, which amount to
approximately 5.5% of the total current Aurora shares outstanding.
Baytex has also received written notification from the Australian
Foreign Investment Review Board that it has no objection to the
Arrangement. Completion of the Arrangement is anticipated to occur in
the first half of June.
Advisory Regarding Forward-Looking Statements
In the interest of providing Baytex's shareholders and potential
investors with information regarding Baytex, including management's
assessment of Baytex's future plans and operations, certain
statements in this press release are "forward-looking statements"
within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward-looking information" within the
meaning of applicable Canadian securities legislation (collectively,
"forward-looking statements"). Specifically, this press release
contains forward-looking statements relating to: the timing of
dispatching the scheme booklet to Aurora shareholders and completion
of the Arrangement. The forward-looking statements contained in this
press release speak only as of its date and are expressly qualified
by this cautionary statement.
These forward-looking statements are based on certain key assumptions
regarding, among other things, the receipt of regulatory, shareholder
and other approvals for the Arrangement. Readers are cautioned that
such assumptions, although considered reasonable by Baytex at the
time of preparation, may prove to be incorrect.
Actual results achieved during the forecast period will vary from the
information provided herein as a result of numerous known and unknown
risks and uncertainties and other factors. Such factors include, but
are not limited to: the Arrangement may not be completed on the terms
contemplated or at all; failure to realize the anticipated benefits
of the Arrangement; and closing of the Arrangement could be delayed
or not completed if we are not able to obtain the necessary stock
exchange, shareholder and regulatory approvals or any other approvals
required for completion or, unless waived, some other condition to
closing is not satisfied. These and additional risk factors are
discussed in our Annual Information Form, Annual Report on Form 40-F
and Management's Discussion and Analysis for the year ended December
31, 2013, as filed with Canadian securities regulatory authorities
and the U.S. Securities and Exchange Commission.
There is no representation by Baytex that actual results achieved
during the forecast period will be the same in whole or in part as
those forecast and Baytex does not undertake any obligation to update
publicly or to revise any of the included forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by applicable securities law.
Baytex Energy Corp.
Baytex Energy Corp. is a dividend-paying oil and gas corporation
based in Calgary, Alberta. The company is engaged in the acquisition,
development and production of crude oil and natural gas in the
Western Canadian Sedimentary Basin and in the Williston Basin in the
United States. Approximately 88% of Baytex's production is weighted
toward crude oil. Baytex pays a monthly dividend on its common shares
which are traded on the Toronto Stock Exchange and the New York Stock
Exchange under the symbol BTE. The subscription receipts issued by
Baytex to fund a portion of the purchase price for Aurora Oil & Gas
Limited trade on the Toronto Stock Exchange under the symbol BTE.R.
Brian Ector, Vice President
Toll Free Number: 1-800-524-5521
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