VGS Seismic Canada Inc.

VGS Seismic Canada Inc.

July 17, 2009 09:02 ET

VGS Seismic Canada Inc. Announces Going-Private Transaction

CALGARY, ALBERTA--(Marketwire - July 17, 2009) - VGS Seismic Canada Inc. (TSX VENTURE:VGS) ("VGS") announces that it has entered into an arrangement agreement with Plainfield Special Situations Master Fund Limited ("Plainfield") (the "Arrangement Agreement") dated the date hereof, pursuant to which an affiliate of Plainfield, Plainfield Luxembourg S.a.r.l., will acquire all of the issued and outstanding common shares of VGS by way of a plan of arrangement under the provisions of section 192 of the Canada Business Corporations Act. The cash consideration to be paid for each common share of VGS under the Arrangement Agreement will be CDN$0.06 per common share. This represents an approximately 100% premium over the closing price of CDN$0.03 of VGS on the TSX Venture Exchange on July 16, 2009, being the last trading day before the date hereof. The total value of the transaction, inclusive of an $18 million convertible debenture held by Plainfield, amounts to approximately $19.9 million. Pursuant to the Arrangement Agreement, VGS has agreed to terminate all its outstanding stock options, being the only outstanding convertible securities of VGS held by persons other than Plainfield and its affiliates.

Plainfield holds 4,166,667 common shares in the capital of VGS, representing approximately 13.4% of the total outstanding common shares, 1,587,500 common share purchase warrants and holds a convertible debenture (the "Debenture") in the amount of $18 million that is secured by all of the assets of VGS with the exception of VGS' real property. Plainfield is a related party to VGS, as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the arrangement to be completed pursuant to the Arrangement Agreement (the "Arrangement") will be conditional upon, among other things, the approval of the majority of the minority of VGS shareholders (excluding Plainfield and its affiliates) and the approval of 66 2/3% of the shareholders of VGS (including Plainfield and its affiliates). It is expected that a special meeting of the shareholders of VGS to approve the Arrangement will be held on or around September 16, 2009 (the "Meeting"). The Arrangement is also conditional upon customary terms for transactions of this nature including there being not more than 5% of VGS shareholders who exercise their right of dissent in respect of the Arrangement and the approvals of the TSX Venture Exchange and the Court of Queen's Bench of Alberta. Further particulars of the Meeting, the Arrangement and the Arrangement Agreement will be communicated to VGS shareholders in due course.

The Debenture held by Plainfield is due on February 16, 2010 and includes certain covenants with which VGS is not in compliance at June 30, 2009. The terms of the Arrangement Agreement provide that Plainfield will (i) not act upon this or future defaults under the Debenture and (ii) defer the interest payment due from VGS to Plainfield on August 14, 2009, until the earliest of completion of the Arrangement, October 15, 2009 or the termination of the Arrangement Agreement in accordance with its terms.

It is expected that the Arrangement will be completed by September 30, 2009. Upon completion of the transactions contemplated by the Arrangement Agreement, VGS will be a wholly owned subsidiary of and is expected to be delisted from the TSX Venture Exchange. There can be no assurance that the Arrangement will be completed as proposed or at all.

The board of directors of VGS has approved the Arrangement and the Arrangement Agreement. The board believes that the Arrangement is in the best interests of VGS and has agreed to recommend that its shareholders vote to approve the Arrangement at the Meeting. One of the directors of VGS is an appointee of Plainfield, and as such, was absent from board of directors discussions of the transaction and abstained from voting to approve the Arrangement and the Arrangement agreement.

Ernst & Young Orenda Corporate Finance Inc. ("E&Y Orenda") is acting as exclusive financial advisor to VGS with respect to the Arrangement. E&Y Orenda has provided a verbal fairness opinion to the board of directors of VGS indicating that the consideration to be received by VGS shareholders under the offer is fair from a financial point of view. As financial advisor to VGS, E&Y Orenda will also provide a formal written valuation and fairness opinion, a copy of which will be included in the information circular to be provided to the shareholders of VGS prior to the Meeting.

The board of directors of VGS has agreed that it will not solicit or initiate discussions or negotiations with any third party concerning any sale of any material position or assets of VGS, or any business combination involving VGS, and VGS has granted Plainfield the right to match, under certain circumstances, any subsequent offer. Certain directors and officers of VGS, collectively holding approximately 11.6% of the issued and outstanding common share of VGS as of the date hereof, will enter into agreements whereby they will agree to vote their shares in favour of the Arrangement, except in certain limited circumstances.

VGS SEISMIC CANADA INC. is based in Calgary, Alberta. VGS acquires and retains the ownership rights to digital seismic data for licensing to oil and natural gas exploration companies. VGS' data library is concentrated in British Columbia, Southern Alberta and Eastern Saskatchewan.

On behalf of the board of directors of VGS,

Dennis Balderston, Director

Certain statements contained in this press release may be considered as "forward looking". Such "forward looking" statements are subject to risks and uncertainties that could cause actual results to differ materially from estimated or implied results. These forward-looking statements are identified by their use of terms and phases such as "believe,' "expect,' "plan,' "anticipate" and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from VGS' expectations, and expressly does not undertake any duty to update forward-looking statements. These factors include, but are not limited to the following: the impact of general economic conditions, industry conditions, governmental regulation, volatility of commodity prices, currency fluctuations, environmental risks, the inability to meet listing standards, the inability to obtain required consents, permits or approvals, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the inability to access sufficient capital from internal and external sources, and the risk that actual results will vary from the results forecasted and such variations may be material.

The TSX-V 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 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

  • VGS Seismic Canada Inc.
    David Mairs
    President and CEO
    (403) 984-5302
    VGS Seismic Canada Inc.
    Lorraine Myers
    Chief Finanical Officer
    (403) 984-5319