Calgary, Alberta (February 4, 2021) – Osum Oil Sands Corp. (“Osum” or the “Company”) wishes to update shareholders on matters related to the hostile bid for the Company announced by Waterous Energy Fund (“Waterous” or “WEF”) on November 2, 2020 (the “Hostile Bid” or “WEF Offer”). Specifically, Osum anticipates:
- The results of the independent valuation will be available to be released to shareholders on or about February 16, 2021.
- The outcome of the corporate sale process is expected to be known within a similar timeframe.
The Waterous Offer Is Grossly Inadequate
- As set out in its Directors’ Circular dated November 18, 2020, Osum’s special committee of independent board members unanimously determined that the Hostile Bid significantly undervalued Osum’s shares.
- In the three months since the announcement of the WEF Offer, that discount has only grown as oil prices have strengthened by almost 50% and the S&P/TSX Capped Energy Index has risen by a like amount.
- The Hostile Bid values Osum at approximately half of what WEF paid for a similar asset in a similar oil price environment just over a year ago.
For more information on the changes in market conditions and recent comparable transactions, see the “Reject the WEF Offer” presentation here: http://osumcorp.com/rejectwef
“Osum shareholders deserve more and we are confident that the results from the independent valuation will expose the extent of the disparity between the WEF Offer and the value of an Osum share,” commented William Friley, Chairman of Osum’s Board of Directors. “Shareholders should resist any pressure being placed on them to tender early and await the outcome of the valuation and corporate sale process before making a decision.”
Shareholders are reminded that even if the Hostile Bid meets its minimum tender condition, under applicable securities laws the tender period must be extended by 10 days to 11:59 p.m. (Calgary time) on March 8, 2021. There is no concept of ‘first come, first served’ and no shareholder will gain an advantage over any other by tendering earlier.
The Special Committee reaffirms its recommendation for shareholders to REJECT the Hostile Bid and NOT tender their shares.
The Directors’ Circular which provides important information for Osum shareholders, including the 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 for Osum shareholders at this time unless an Osum shareholder has already deposited their shares under the Hostile Bid.
Withdrawing Your Shares
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, including, without limitation, statements with respect to the outcome of the corporate sale process and independent valuation, 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”, “promise” “optimistic” 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 and RBC Capital Markets 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.