Calgary, AB, December 3, 2020 – Osum Oil Sands Corp. (“Osum” or the “Company”) announced today that it has filed an application (the “Application”) with the Alberta Securities Commission (“ASC”) contesting the validity of the hostile bid (the “Hostile Bid”) which was launched by an affiliate of Waterous Energy Fund and entities controlled by it (“Waterous”) on November 4, 2020. Osum has asked the ASC to cease trade the Hostile Bid on the grounds that the conditions to Waterous’ acquisition financing cannot be satisfied by the time payment for the shares is due, and that Waterous has not provided an independent valuation as is required under Canadian securities laws.
Specifically, Osum is requesting, among other things, that the ASC:
- (a) restrain the distribution of, and cease trade, the Hostile Bid on the grounds that:
- Waterous’ financing arrangements are inadequate and contrary to section 2.27 of National Instrument 62-104 – Take-Over Bids and Issuer Bids; and
- Waterous has failed to provide an independent valuation contrary to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not entitled to rely on the exemption from providing an independent valuation that it has claimed; and
- (b) direct an expedited hearing of this Application and set the schedule leading to the expedited hearing.
On November 19, 2020, Osum issued a press release stating the Special Committee and its Board of Directors (excluding directors who are or may be conflicted) unanimously determined that the Hostile Bid by Waterous significantly undervalues the common shares of Osum and is NOT in the best interests of Osum or its shareholders. The Special Committee and Osum’s Board of Directors (excluding directors who are or may be conflicted) unanimously recommended that shareholders REJECT the Hostile Bid and NOT tender their common shares.
“In addition to the fact that the Hostile Bid significantly undervalues Osum, we also believe that Waterous’ acquisition financing is subject to conditions that prevent it from being available to fund the purchase of shares, and that Waterous has unfairly benefited from having access to information that has not been available to Osum’s other shareholders.” said William A. Friley, Chairman of Osum’s Board of Directors. “As a result, if and when Waterous is able to arrange adequate acquisition financing and decides to make a new offer, we believe that a valuation conducted by an independent third party is required.”
The Directors’ Circular which provides important information for Osum shareholders, including background to the Hostile Bid, a review of the Company’s operational and financial performance and prospects, and a summary of the Special Committee’s deliberations and recommendations is available at osumcorp.com/hostilebid.
NO ACTION is required by Osum shareholders at this time unless an Osum shareholder has already deposited their shares under the Hostile Bid.
If shareholders have already deposited their common shares to the Hostile Bid, they can withdraw them by contacting their broker, following the withdrawal instructions set out in the Directors’ Circular or by contacting Laurel Hill Advisory Group toll free at 1.877.452.7184 (416.304.0211 outside North America) or by email at firstname.lastname@example.org.
Cautionary Information and Forward-Looking Statements
Certain information included in this press release constitute ‘forward-looking statements’ within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based upon a number of estimates, assumptions, expectations and projections that, while considered reasonable by Osum, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Generally, forward-looking information can be identified by use of words such as “outlook”, “objective”, “may”, “could”, “would”, “will”, “expect”, “intend”, “estimate”, “forecasts”, “project”, “seek”, “anticipate”, “believes”, “should”, “plans” or “continue”, and other similar terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Except as required by law, Osum disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Readers are cautioned not to put undue reliance on these forward-looking statements. Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In particular, historical results should not be taken as a representation that such trends will be replicated in the future.
Osum has retained TD Securities Inc. and RBC Dominion Securities Inc. as its financial advisors, and McCarthy Tétrault LLP as legal counsel to Osum and the Osum Board and Norton Rose Fulbright Canada LLP as legal counsel to the Special Committee. Laurel Hill Advisory Group is acting as Osum’s shareholder communications advisor and information agent.
Established in Alberta in 2005, Osum Oil Sands Corp. is a private oil sands producer focused on the responsible application of in situ recovery technologies within Canada’s oil sands and carbonates. Additional information on the Company is available at osumcorp.com.
Shareholders with questions are encouraged to contact Laurel Hill Advisory Group 1.877.452.7184 (416.304.0211 outside North America) or email email@example.com.