Madison Energy Corp.

Madison Energy Corp.

March 04, 2010 18:32 ET

Madison Announces Execution of Amalgamation Agreement and Details of Meeting

CALGARY, ALBERTA--(Marketwire - March 4, 2010) - Madison Energy Corp. (TSX VENTURE:MDC) ("Madison") is pleased to announce that further to its press releases of January 12, February 1 and February 12, 2010, the share sale transaction has been structured as an amalgamation and Madison has entered into an amalgamation agreement (the "Amalgamation Agreement") with Clampett Energy Ltd. ("Clampett") dated as of March 2, 2010. It is proposed that Madison will amalgamate with Clampett to form Amalco and the shareholders of Madison will receive, upon completion of the amalgamation, $0.20 in cash for each Madison common share held. A special meeting of the Madison shareholders will be held to consider the proposed Amalgamation.

The Amalgamation Agreement

Under the terms of the Amalgamation Agreement, Madison will amalgamate with Clampett (the "Amalgamation") to form Amalco and the shareholders of Madison will receive one (1) fully paid and non-assessable Amalco redeemable preferred share for each one (1) Madison common share held. Each Amalco redeemable preferred share will immediately be redeemed by Amalco on the effective date of the Amalgamation for $0.20 in cash. Former holders of Clampett shares will receive Amalco common shares and be the sole owners of Madison. All unexercised options and warrants to purchase Madison common shares will either be exercised or cancelled for nil consideration prior to the effective date of the Amalgamation.

Directors and officers of Madison holding approximately 35.1% of the Madison common shares have agreed to enter into a support agreement to vote securities they hold in favour of the transactions contemplated by the Amalgamation Agreement at the meeting of Madison shareholders.

Madison has agreed to pay a break fee to Clampett in the amount of $125,000 in the event that Madison completes a corporate restructuring (including a take-over-bid, merger or plan of arrangement), a major debt or equity financing, or a sale of any asset or any interest therein. Clampett has agreed to pay a break fee to Madison in the amount of $125,000 if, after the mutual conditions and the conditions in favour of Clampett have been met, Clampett fails to complete the Amalgamation in accordance with the terms of the Amalgamation Agreement. The Amalgamation is an arms' length transaction.

Upon completion of the Amalgamation, it is expected that the Madison common shares will be de-listed from the TSX Venture Exchange.

The Meeting

A special meeting of Madison shareholders (the "Meeting") is scheduled to be held on April 8, 2010, and the record date for shareholders entitled to receive notice of the meeting has been set for March 8, 2010. Mailing of the information circular is expected to occur on March 12, 2010.

The Amalgamation is a "business combination" under Multilateral Instrument 61-101 - "Protection of Minority Security Holders in Special Transactions" ("MI 61-101") and MI 61-101 requires that, in addition to any other required securityholder approval, a business combination must be approved by a simple majority of the votes cast by "minority" securityholders (which in the case of Madison consists only of the Madison common shares). In relation to the Amalgamation, the "minority" securityholders of Madison will consist of all holders of Madison common shares other than John Murdoch and Patricia Taguchi. This exclusion is due to an MI 61-101 requirement which requires that all shareholders seen to be receiving a "collateral benefit" (as defined in MI 61-101) be restricted from voting. Mr. Murdoch and Ms. Taguchi will be seen to be receiving a collateral benefit for the purposes of MI 61-101, primarily due to certain severance amounts to be received by them upon termination of their employment with Madison. Accordingly, votes attached to 4,434,136 common shares representing approximately 17.67% of the outstanding Madison common shares will be excluded for the purposes of determining whether minority approval has been obtained.

For the Amalgamation to proceed, a special resolution authorizing the Amalgamation must be approved by at least two-thirds of the votes cast by eligible holders of common shares present at the Meeting. In addition, the Amalgamation must also be approved by a majority of the votes cast by the shareholders at the Meeting (excluding votes cast in relation to common shares held by John Murdoch and Patricia Taguchi). The closing of the Amalgamation is expected to occur on or about April 9, 2010, provided the requisite securityholder approval is obtained and Clampett, a Manitoba corporation, has been continued under the laws of Alberta. The completion of the Amalgamation is also conditional upon the receipt of all applicable regulatory and TSX Venture Exchange approvals.

Probity Capital Advisors Inc. ("Probity") is acting as financial advisor to Madison with respect to the Amalgamation. Probity has agreed to provide the board of directors of Madison with an opinion that the consideration to be received by Madison shareholders pursuant to the Amalgamation is fair from a financial point of view to Madison shareholders. The fairness opinion will be included as a schedule to the information circular considering the Amalgamation.

The boards of directors of each of Madison and Clampett have unanimously approved the Amalgamation Agreement. The board of directors of Madison has also concluded that the Amalgamation is in the best interests of its shareholders, and has resolved to recommend that shareholders of Madison vote their securities in favour of the Amalgamation at the meeting.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the proposed going private transaction may not be accurate or complete and should not be relied upon. Trading in securities of Madison should be considered highly speculative.

In order to receive payment, registered holders of Madison common shares will receive a Letter of Transmittal which must be completed and returned to the depositary, together with the certificate(s) representing their Madison common shares. Non-registered holders of Madison common shares should contact the nominee (i.e. broker, trust company, bank or other registered holder) who holds their Madison common share certificates on their behalf to arrange for receipt of payment.

Investors are cautioned that this news release contains forward looking information concerning the timing and completion of the Amalgamation. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to the completion of the Amalgamation or other matters addressed in the new release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information