Swift Power Corp.

Swift Power Corp.

June 22, 2010 19:02 ET

Swift Power Corp. Enters Into Pre-Acquisition Agreement With Fort Chicago

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 22, 2010) - Swift Power Corp. (TSX VENTURE:SPC) ("Swift Power" or the "Company") is pleased to announce that it has entered into a pre-acquisition agreement dated June 22, 2010 (the "Agreement") with Fort Chicago Energy Partners L.P. ("Fort Chicago"), pursuant to which Fort Chicago has agreed to make an offer (the "Offer") by way of a take-over bid to purchase all of the issued and outstanding shares of Swift ("Shares"), as well as shares issuable upon exercise of outstanding options, for $0.35 in cash for each Share.

Swift has 25,624,655 issued and outstanding Shares and 27,790,155 outstanding Shares on a fully-diluted basis. The take-over bid materials are expected to be mailed to shareholders of Swift (the "Swift Shareholders") on or about July 5, 2010, and the Offer is expected to expire in August, 2010, unless otherwise extended by Fort Chicago. The consideration under the Offer represents a premium of 40% to Swift's closing price on the TSX Venture Exchange (the "TSX-V") on June 21, 2010 and a premium of approximately 62% to Swift's 20-day volume weighted average price on the TSX-V for the 20 trading day period ending June 21, 2010. The value of the total consideration offered to Swift Shareholders is approximately $8.47 million calculated on a fully-diluted basis.

The board of directors of Swift has unanimously approved the Offer and has determined that the Offer is fair from a financial point of view to Swift Shareholders and that it is in the best interests of Swift and the Swift Shareholders, and has unanimously determined that it will recommend that Swift Shareholders accept the Offer.

Certain shareholders, including all Swift management and directors, have entered into lock-up agreements with Fort Chicago in which they have agreed to tender pursuant to the Offer and not withdraw, except in certain circumstances. Swift has agreed not to directly or indirectly solicit or initiate any inquiries, discussions or negotiations with any third party with respect to any take-over proposal, subject to fiduciary obligations, including the right to respond to superior proposals, which Fort Chicago has the right to match. In addition Swift has agreed to pay a non-completion fee of $400,000 to Fort Chicago in certain circumstances. First Chicago has received agreements to tender to the Offer in respect of approximately 47% of the Shares on a fully-diluted basis.

Swift's current management team are expected to remain with the continuing entity and will continue to work to develop its projects.

Completion of the proposed transaction is subject to a number of conditions including acceptance of the Offer by Swift Shareholders holding at least 66 2/3% of the Shares, the entering into of employment agreements with Alexi Zawadzki, Andy Robinson and Don Hague, and receipt the consent of BC Hydro under the electricity purchase agreement entered into between Swift and BC Hydro.

Mr. Alexi Zawadzki commented that, "After thoroughly contemplating a number of alternatives, we are very pleased with the Fort Chicago offer. A successful deal with Fort Chicago will provide the tools necessary to complete our projects on a more competitive basis, including access to good quality debt and development funding."

Swift's legal advisors are Lang Michener LLP (Vancouver).

About Swift Power

Swift Power Corp. is a Vancouver, BC based development-stage, independent, run-of-river hydroelectric power company. Swift Power's business is to develop renewable power projects in BC and potentially in other provinces of Canada and internationally. Swift Power has rights to nine water licence applications filed with the BC government regarding several sites on various creeks in BC. Additional information about Swift Power is available on the Company's website at www.swiftpower.ca.

Reader Advisory

This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of an offer to sell, dispose, issue purchase, acquire or subscribe for any security. The Offer (including any variation or extension in accordance with applicable securities laws) is being made exclusively by means of, and subject to the terms and conditions set out in the Offer documentation to be delivered to Swift Shareholders and filed with the Canadian provincial securities regulators. Swift Shareholders should read these materials carefully as they contain important information, including the terms and conditions of the Offer. The Offer documentation as well as the Swift directors' circular will be available electronically without charge at www.sedar.com.

Reader Advisory Regarding Forward-Looking Information

Certain statements contained in this news release, including statements that contain words such as "may", "will", "would", "could", "should", "anticipate", "believe", "intend", "expect", "plan", "estimate", "budget", "outlook", "propose", "project", and statements relating to matters that are not historical fact constitute forward-looking information within the meaning of applicable Canadian securities legislation. In this news release, forward-looking information and statements include: mailing of the Offer documentation and Swift directors' circular, terms and conditions of the Offer and anticipated completion of the Offer.

The forward-looking information in this news release is subject to known and unknown risks and uncertainties and other factors and assumptions, which include, but are not limited to: the risk that the Offer will not be completed as anticipated or at all; the risk that one or more of the conditions to which the Offer is subject will not be met; and risk the of delay in completion of the Offer. In addition, Swift is subject to risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements if the assumptions underlying them prove incorrect, or if one or more of the uncertainties or risks described above materializes. Risk factors are discussed in greater detail in filings made by Swift with the Canadian provincial securities commissions.

Readers are strongly cautioned that the above list of factors affecting forward-looking information is not exhaustive. Further, forward- looking statements are made as at the date they are given and, except as required by applicable law, Swift does not intend, and does not assume any obligation, to update any forward-looking statements, whether as a result of new information or otherwise. The forward-looking statements contained in this news release are expressly qualified by this advisory.

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

  • Swift Power Corp.
    Alexi Zawadzki
    President and CEO
    604-945-7558 (FAX)