Ryland Oil Corporation

Ryland Oil Corporation

June 23, 2010 09:55 ET

Ryland Oil Announces Sale of Company to Crescent Point Energy Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 23, 2010) - Ryland Oil Corporation ("Ryland" or "the Company") (TSX VENTURE:RYD) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Crescent Point Energy Corp. ("Crescent Point") pursuant to which Crescent Point will acquire all of the issued and outstanding common shares in the capital of Ryland (each a "Ryland Share") by way of a plan of arrangement (the "Arrangement").

Under the terms of the Arrangement, Ryland shareholders will receive 0.0117 of a Crescent Point common share for each Ryland Share, or approximately $0.46 per Ryland Share based on the most recent 5 day volume weighted average Crescent Point share price of $39.32 per share. This represents a 31% premium to the most recent 5 day volume weighted average Ryland Share price of $0.35. Total consideration is approximately $121.8 million, including an estimated $26.4 million of Ryland net debt at closing time.

Ryland's directors and senior management have unanimously approved the Arrangement and have entered into support agreements to vote their Ryland Shares in favour of the Arrangement.

Crescent Point is Ryland's working interest partner in the Flat Lake Bakken play in Southeast Saskatchewan. To date, Crescent Point and companies acquired by Crescent Point have drilled six successful wells in the Flat Lake area. Crescent Point has budgeted to drill up to eight more wells in the area by year-end 2010 to further delineate the play.

"This agreement is the culmination of a lengthy process launched by our company to determine how to maximize shareholder value," said Ryland President Gerry Shields. "Ryland has a premier land position in southeast Saskatchewan and North Dakota, and it will take considerable resources to exploit it. Crescent Point is a leading producer in the area with a strong management team, a proven track record and access to capital. This deal with Crescent Point provides us with economies of scale and technical experience to accelerate the development of this significant resource play. By doing a share exchange, our shareholders will be afforded the opportunity to continue to realize the considerable upside potential of Ryland's assets as well as Crescent Point's existing operations."

"We see great potential in the Flat Lake Bakken pool, which is an extension of the Bakken play in the U.S.," said Scott Saxberg, President and CEO of Crescent Point. "This acquisition of our only partner in the play allows us to fully manage the development of the area and adds a U.S. land base of over 50 net sections in the Bakken."

In support of the Arrangement, the $6.5 million loan facility which was closed by Ryland on May 3, 2010, and which has been fully drawn down, has been assigned by the original lenders to Crescent Point. No bonus shares were issued to the original lenders in connection with the loan, and Crescent Point has waived any right to be issued bonus shares under the loan agreement, regardless of whether the Arrangement is completed. As a result, Ryland has been released from its obligation to issue 3,611,111 bonus shares at a deemed price of $0.36 per share. The other terms of the credit agreement and related security documents have remained unchanged.

Completion of the Arrangement is subject to the approval of 66 2/3% of the Ryland shareholders voting in person or by proxy at a meeting of the Ryland shareholders to be held to consider the Arrangement. The management information circular to be mailed to Ryland shareholders will contain detailed information in respect of the Arrangement and Crescent Point. Completion of the Arrangement is also subject to the approval of the Court of Queen's Bench of Alberta and the receipt of all other necessary regulatory, stock exchange and third party approvals, as well as other conditions which are typical for transactions of like nature. It is also a condition of completion of the Arrangement that the Toronto Stock Exchange shall have approved the listing of the Crescent Point Shares issuable to Ryland's shareholders as consideration for the Ryland Shares.


GMP Securities L.P. ("GMP") acted as financial advisor to Ryland in connection with the Arrangement. GMP has given to Ryland's board of directors a verbal fairness opinion to the effect that that the consideration to be received by the Ryland shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Ryland shareholders. GMP's formal fairness opinion will be included in the management information circular to be mailed to Ryland shareholders.

BMO Capital Markets acted as financial advisor and FirstEnergy Capital Corp. acted as strategic advisor to Crescent Point.


Gerald J. Shields, President

Reader Advisory

Investors are cautioned that, except as disclosed in Ryland's management information circular to be prepared in connection with the Arrangement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Ryland should be considered highly speculative.

Certain statements contained in this press release constitute forward-looking statements. All forward-looking statements are based on Ryland's beliefs and assumptions based on information available at the time the assumption was made. The use of any of the words "could", "should", "can", "anticipate", "expect", "believe", "will", "may", "projected", "sustain", "continues", "strategy", "potential", "projects", "grow", "take advantage", "estimate", "well positioned" and similar expressions are intended to identify forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Ryland believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon. These statements speak only as of the date of this press release or, if applicable, as of the date specified in those documents specifically referenced herein.

In particular, this press release contains forward-looking statements pertaining to the following: the performance characteristics of Crescent Point's and Ryland's oil and natural gas properties; capital expenditure programs and the timing thereof; drilling programs and drilling efficiencies; timing and completion of the Arrangement, the proposed Ryland shareholder meeting, receipt of all necessary court, shareholder, regulatory and third party approvals and the approval of the Toronto Stock Exchange.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of Ryland) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to: operational risks in exploration, development and production; delays or changes in plans; competition for and/or inability to retain drilling rigs and other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; risks associated to the uncertainty of reserve estimates; governmental regulation of the oil and gas industry, including environmental regulation; geological, technical, drilling and processing problems and other difficulties in producing reserves; the uncertainty of estimates and projections of production, costs and expenses; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; incorrect assessments of the value of acquisitions; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed herein or otherwise and Ryland undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required to do so pursuant to applicable law.

This news release is not for dissemination in the United States or to any United States news services. The shares of Crescent Point have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Issued and Outstanding: 201,673,418

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the 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

  • Ryland Oil Corporation
    Mr. Jim Welykochy
    Vice-President Corporate Development