Wave Energy Ltd.

August 24, 2009 09:15 ET

Wave Energy Ltd. to Be Acquired by Crescent Point Energy Corp.

CALGARY, ALBERTA--(Marketwire - Aug. 24, 2009) - Wave Energy Ltd. ("Wave") has entered into an arrangement agreement (the "Arrangement Agreement") with Crescent Point Energy Corp. ("Crescent Point") pursuant to which all of the issued and outstanding common shares of Wave (the "Wave Shares"), including any Wave Shares that may become issuable upon exercise of options to acquire Wave Shares, shall be acquired by Crescent Point by way of a plan of arrangement (the "Arrangement") on the basis of 0.21 of a common share of Crescent Point (each whole share, a "Crescent Point Share") for each Wave Share.

The five day volume weighted average price of the Crescent Point Shares immediately before the execution of the Arrangement Agreement was $34.68.

The terms of the Arrangement Agreement have been unanimously approved by both the boards of directors of Wave and Crescent Point. The directors and officers of Wave and two major institutional shareholders have entered into lock-up agreements with Crescent Point to vote the Wave Shares held, directed or controlled by such directors, officers and shareholders (approximately 38.6% of the outstanding Wave Shares), in favor of the Arrangement. The board of directors of Wave has unanimously: (i) determined that the transactions contemplated by the Arrangement Agreement are in the best interests of Wave and Wave shareholders and the consideration to be received by the Wave shareholders is fair, from a financial point of view, to the Wave shareholders; (ii) approved the Arrangement Agreement and the transactions contemplated thereby; and (iii) determined to recommend that the Wave shareholders vote in favour of the transactions contemplated by the Arrangement Agreement.

FirstEnergy Capital Corp. is acting as financial advisor to the board of directors of Wave and has provided a verbal opinion that the consideration to be received by the Wave shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Wave shareholders.

The Arrangement will be subject to the approval of not less than 66 2/3% of the votes cast by Wave shareholders at a special meeting of shareholders expected to be held in October 2009. Closing is subject to certain other conditions, including court and other regulatory approvals. Closing of the Arrangement is expected to occur in late October 2009. An information circular is expected to be mailed to Wave shareholders in mid September 2009.

"The Lower Shaunavon has rapidly evolved into another world class resource play for Saskatchewan and we are proud to have built the largest position in the play," says Don Rae, President and CEO of Wave. "Wave has applied a disciplined approach to production and reserves growth, aggressively employed emerging drilling and completion technologies, and conservatively managed its balance sheet. We are excited to see this same formula carry forward with Crescent Point. Wave is grateful for the strong support given by its shareholders over the past five years to see Wave grow to be a substantial oil resource company."

Wave is a private Alberta based corporation actively engaged in the exploration, development and production of crude oil and natural gas in Saskatchewan, Montana and Alberta. There are currently 81,904,778 Wave Shares issued and outstanding (on a non-diluted basis).

A copy of the Arrangement Agreement can be found on Wave's website at www.waveenergy.ca.

CAUTIONARY STATEMENTS

Certain statements regarding Wave including management's assessments of future plans and operations, timing of receipt of shareholder approval, timing of completion of the Arrangement and the effect of the Arrangement on Wave shareholders may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Wave's control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements.

Such factors include, but are not limited to: the impact of general economic conditions in Canada and the United States; industry conditions including changes in laws and regulations; obtaining required approvals of the shareholders of Wild River and obtaining required approvals of regulatory authorities.

The forward-looking statements and information are based on certain key expectations and assumptions made by Wave, including the timing of receipt of shareholders and regulatory approval. Accordingly, Wave gives no assurance nor makes any representations or warranty that the expectations conveyed by the forward-looking statements will prove to be correct and actual results may differ materially from those anticipated in the forward looking statements.

Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide shareholders with a more complete perspective on Wave's current and future operations and such information may not be appropriate for other purposes. Wave undertakes no obligation to publicly update or revise any forward-looking statements, unless required by applicable securities laws.

Contact Information

  • Wave Energy Ltd.
    Donald J. Rae
    President and CEO
    (403) 231-0741
    or
    Wave Energy Ltd.
    Eric Hughes
    VP Finance and CFO
    (403) 231-0743
    or
    Wave Energy Ltd.
    Suite 1100, 520 - 5th Avenue S.W.
    Calgary, Alberta T2P 3R7
    Website: www.waveenergy.ca