Baytex Announces Approval by Aurora Shareholders of its Acquisition and Management Appointments

Baytex Announces Approval by Aurora Shareholders of its Acquisition and 
Management Appointments 
NEWS RELEASE TRANSMITTED BY Marketwired 
FOR: Baytex Energy Corp. 
TSX SYMBOL:  BTE
NYSE SYMBOL:  BTE 
MAY 21, 2014 
Baytex Announces Approval by Aurora Shareholders of its Acquisition and
Management Appointments 
CALGARY, ALBERTA--(Marketwired - May 20, 2014) - 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"). At the scheme meeting held on May 21, 2014 at
9:30 a.m. (Perth time), the requisite majority of Aurora shareholders approved
the Arrangement. 
Commenting on the shareholder vote, James Bowzer, President and Chief Executive
Officer, said: "We are very pleased to see that 88% of Aurora shareholders
voted in favor of the Arrangement and we look forward to closing the
Arrangement in the first half of June." 
Aurora will now apply to the Federal Court of Australia for orders approving
the Arrangement at a hearing scheduled for May 26, 2014. If the Arrangement is
approved by the Court, Aurora expects to lodge the Court orders approving the
Arrangement with the Australian Securities Investment Commission on Tuesday,
May 27, 2014. Once this has occurred, trading in Aurora shares is expected to
cease at the close of trade on May 27, 2014 on the Australian Securities
Exchange and at the open of trade on May 27, 2014 on the Toronto Stock
Exchange. 
Based on cash consideration payable for Aurora of A$4.20 (Australian dollars)
per share, the total purchase price is estimated at $2.8 billion (including the
assumption of approximately $0.9 billion of indebtedness). The acquisition
enhances our growth and income business model, delivers production and reserves
per share growth and provides attractive capital efficiencies for future
investment. The acquisition is accretive to our funds from operations while
maintaining a strong balance sheet. 
We are acquiring premier acreage in the core of the liquids-rich Eagle Ford,
one of the leading shale oil plays in North America. Aurora's primary
asset consists of 22,200 net contiguous acres in the prolific Sugarkane Field
located in South Texas. Aurora's first quarter 2014 gross production was
28,671 boe/d (81% liquids) of predominantly light, high-quality crude oil. 
The Sugarkane Field has been largely delineated with infrastructure in place
which is expected to facilitate future annual production growth. In addition,
these assets have significant future reserves upside potential from well
downspacing, improving completion techniques and new development targets in
additional zones. 
To finance the acquisition of Aurora, we completed the issuance of 38,433,000
subscription receipts at $38.90 each on February 24, 2014, raising gross
proceeds of approximately $1.5 billion. The subscription receipts currently
trade on the Toronto Stock Exchange under the symbol BTE.R. 
Each subscription receipt entitles the holder thereof to receive, on closing of
the acquisition of Aurora, one common share of Baytex. Upon closing of the
acquisition, the holders of the subscription receipts will be entitled to
receive an amount per subscription receipt equal to the dividends declared per
common share from the date of closing of the financing to the date of closing
of the acquisition. That amount is expected to be $0.88 per subscription
receipt, representing the four dividends declared from the date of closing of
the financing to the date of anticipated closing of the acquisition. 
We are committed to a growth and income model and its three fundamental
principles: delivering organic production growth, paying a meaningful dividend
and maintaining capital discipline. Through the combination of an expanded
inventory of high capital efficiency projects and an improved outlook for heavy
oil differentials, we remain confident in our business plan going forward.
Accordingly, we have committed to increase the monthly dividend on our common
shares by 9% to $0.24 from $0.22 per share, subject to the completion of the
Arrangement. Based on the anticipated closing date, the dividend increase is
expected to take effect for the dividend payable to holders of record on June
30, 2014. 
Management Appointments 
Baytex announces that Mr. Raymond Chan is appointed non-executive Chairman of
the Board of Directors. Mr. Chan will continue to assist management in key
strategic issues and facilitate operations of the board of directors. 
The Board of Directors is pleased to announce the promotion of Mr. Richard
Ramsay to the position of Chief Operating Officer. Mr. Ramsay joined Baytex as
Vice President, Heavy Oil in January 2010, with responsibilities for all heavy
oil assets in Saskatchewan and Alberta, including the company's core
activities in the Peace River region. In January 2012, Mr. Ramsay was appointed
Vice President, Alberta / B.C. Business Unit, which resulted in the combination
of the companies Peace River heavy oil assets with its conventional properties
in Alberta and British Columbia. 
Mr. Ramsay is an accomplished executive, with over 25 years of extensive
experience in technical and managerial roles in oil and gas development,
operations, marketing and acquisitions. Under his direction, production at
Peace River has increased substantially from 9,000 Bbl/d to its current level
of approximately 26,000 Bbl/d. Mr. Ramsay has a Bachelor of Science degree with
Distinction in Mechanical Engineering from the University of Saskatchewan and
is a practicing member of the Association of Professional Engineers, Geologists
and Geophysicists of Alberta. 
After over five years with Baytex, Marty Proctor the company's COO will be
leaving to pursue other opportunities. We appreciate Mr. Proctor's
significant contributions and wish him the best in his future endeavors. 
The Board of Directors is also pleased to announce the promotion of Mr. Ryan
Johnson to the position of Vice President, Alberta / B.C. Business Unit. Mr.
Johnson joined Baytex in 2007 focusing on technical responsibilities in
northeast Alberta and southern Saskatchewan, including the planning and
execution of the company's successful thermal SAGD project at Kerrobert.
In January 2011, he was appointed Senior Geologist of the Peace River region
and has been an integral member of the team responsible for the planning,
coordination and execution of multi-lateral exploitation and thermal
development of this top tier resource. In mid-2013, Mr. Johnson was appointed
Lead Geologist and charged with managing all key activities across the entire
Alberta / B.C. business unit. 
Mr. Johnson is an accomplished leader with over fifteen years of extensive
technical and managerial roles in oil and gas exploration, development,
operations and prospect identification. Mr. Johnson has a Bachelor of Science
Degree (Honours) in Geology and Oceanography from the University of British
Columbia and is a practicing member of the Association of Professional
Engineers and Geoscientists of Alberta. 
The Board of Directors is also pleased to announce that Mr. Michael Verm,
current Chief Operating Officer of Aurora, will be joining Baytex contingent on
the closing of the acquisition of Aurora, as Vice President and Managing
Director of our Eagle Ford operations. Mr. Verm has over 30 years of experience
within the oil and gas industry and has held a number of senior executive
positions in North America and internationally. Mr. Verm, a registered
professional engineer in Texas, graduated from Texas A&M with a petroleum
engineering degree and received his MBA from Oklahoma City University. The
addition of Mr. Verm to the Baytex leadership team will help to ensure a smooth
transition with the Eagle Ford asset and personnel on closing of the Aurora
acquisition. 
In addition, Mr. Geoffrey Darcy has been promoted to the position of Senior
Vice President, Marketing and Mr. Brian Ector has been promoted to the position
of Senior Vice President, Capital Markets and Public Affairs. Mr. Darcy joined
Baytex in 2011 and was previously Vice President, Marketing. Mr. Ector joined
Baytex in 2009 and was previously Vice President, Capital Markets. 
Advisory Regarding Forward-Looking Statements 
All amounts are in Canadian dollars unless otherwise noted. 
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"). In some cases, forward-looking statements can be identified
by terminology such as "anticipate", "believe",
"continue", "could", "estimate",
"expect", "forecast", "intend", "may",
"objective", "ongoing", "outlook",
"potential", "project", "plan",
"should", "target", "would", "will" or
similar words suggesting future outcomes, events or performance. The
forward-looking statements contained in this press release speak only as of the
date thereof and are expressly qualified by this cautionary statement. 
Specifically, this press release contains forward-looking statements relating
to but not limited to: our business strategies, plans and objectives; the
anticipated benefits from the acquisition of Aurora, including our beliefs that
the acquisition will be an excellent fit with our business model and will
provide shareholders with exposure to projects with attractive capital
efficiencies; our expectations that the Aurora assets have infrastructure in
place that support future annual production growth and that such assets will
provide material production, long-term growth and high quality reserves with
upside potential; anticipated effect of the acquisition of Aurora on us,
including our funds from operations; our expectations regarding the effect of
well downspacing, improving completion techniques and new development targets
on the reserves potential of the Aurora assets; the timing of completion of the
acquisition of Aurora; our plans to establish new revolving credit facilities
and a term loan for us and a borrowing base facility for Aurora's U.S.
subsidiary following closing of the Arrangement; payment of the purchase price
for the acquisition of Aurora, including the use of proceeds from the
subscription receipt financing and our plans to draw on the new revolving
credit facilities and term loan; and our plan to increase the dividend on our
common shares upon completion of the acquisition of Aurora. Cash dividends on
our common shares are paid at the discretion of our Board of Directors and can
fluctuate. In establishing the level of cash dividends, the Board of Directors
considers all factors that it deems relevant, including, without limitation,
the outlook for commodity prices, our operational execution, the amount of
funds from operations and capital expenditures and our prevailing financial
circumstances at the time. 
These forward-looking statements are based on certain key assumptions
regarding, among other things: the receipt of regulatory, court and shareholder
approvals for the Arrangement; our ability to execute and realize on the
anticipated benefits of the acquisition of Aurora; petroleum and natural gas
prices and pricing differentials between light, medium and heavy gravity crude
oil; well production rates and reserve volumes; our ability to add production
and reserves through our exploration and development activities; capital
expenditure levels; the receipt, in a timely manner, of regulatory and other
required approvals for our operating activities; the availability and cost of
labour and other industry services; the amount of future cash dividends that we
intend to pay; interest and foreign exchange rates; the continuance of existing
and, in certain circumstances, proposed tax and royalty regimes; our ability to
develop our crude oil and natural gas properties in the manner currently
contemplated; and current industry conditions, laws and regulations continuing
in effect (or, where changes are proposed, such changes being adopted as
anticipated). Readers are cautioned that such assumptions, although considered
reasonable by Baytex at the time of preparation, may prove to be incorrect. 
Actual results achieved 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 acquisition of Aurora may not
be completed on the terms contemplated or at all; failure to realize the
anticipated benefits of the acquisition of Aurora; closing of the acquisition
of Aurora could be delayed or not completed if we are unable to obtain the
necessary regulatory, court and shareholder approvals for the Arrangement or
any other approvals required for completion or, unless waived, some other
condition to closing is not satisfied; failure to put in place a borrowing base
facility for Aurora's U.S. subsidiary following completion of the
Arrangement; declines in oil and natural gas prices; risks related to the
accessibility, availability, proximity and capacity of gathering, processing
and pipeline systems; variations in interest rates and foreign exchange rates;
risks associated with our hedging activities; uncertainties in the credit
markets may restrict the availability of credit or increase the cost of
borrowing; refinancing risk for existing debt and debt service costs; a
downgrade of our credit ratings; the cost of developing and operating our
assets; risks associated with the exploitation of our properties and our
ability to acquire reserves; changes in government regulations that affect the
oil and gas industry; changes in income tax or other laws or government
incentive programs; uncertainties associated with estimating petroleum and
natural gas reserves; risks associated with acquiring, developing and exploring
for oil and natural gas and other aspects of our operations; risks associated
with large projects or expansion of our activities; risks related to heavy oil
projects; changes in environmental, health and safety regulations; the
implementation of strategies for reducing greenhouse gases; depletion of our
reserves; risks associated with the ownership of our securities, including the
discretionary nature of dividend payments and changes in market-based factors;
risks for United States and other non-resident shareholders, including the
ability to enforce civil remedies, differing practices for reporting reserves
and production, additional taxation applicable to non-residents and foreign
exchange risk; and other factors, many of which are beyond our control. 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. 
The above summary of assumptions and risks related to forward-looking
statements in this press release has been provided in order to provide
shareholders and potential investors with a more complete perspective on
Baytex's current and future operations (if the acquisition of Aurora is
completed) and such information may not be appropriate for other purposes.
There is no representation by Baytex that actual results achieved will be the
same in whole or in part as those referenced in the forward-looking statements
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 89% 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. 
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FOR FURTHER INFORMATION PLEASE CONTACT: 
Baytex Energy Corp.
Brian Ector
Senior Vice President, Capital Markets and Public Affairs
Toll Free Number: 1-800-524-5521
investor@baytexenergy.com 
INDUSTRY:  Energy and Utilities - Oil and Gas  
SUBJECT:  TMN 
-0-
-0- May/21/2014 04:36 GMT
 
 
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