Delek Group Ltd.

May 04, 2017 07:00 ET

Delek Group Ltd. announces expiry of offer to acquire Ithaca Energy Inc. common shares

TEL AVIV, ISRAEL--(Marketwired - May 4, 2017) - Delek Group Ltd. ("Delek") and its wholly-owned subsidiary DKL Investments Limited ("the Offeror") today announced that its offer to acquire all of the issued and to be issued common shares ("Common Shares") of Ithaca Energy Inc. ("Ithaca") not currently owned by the Offeror or any of its affiliates for C$1.95 per Common Share (the "Offer"), as extended on April 20, 2017 for the mandatory extension period, expired at 5:00 p.m. on May 3, 2017.

Since the Offeror's initial take up of 241,293,465 Common Shares on April 20, 2017, Computershare Trust Company of Canada (the "Depositary") has reported that as at 5:00 p.m. (Toronto time) on May 3, 2017, the expiry of the mandatory extension period of the Offer, an additional 77,540,444 Common Shares (the "Additional Common Shares") were validly deposited under the Offer and not withdrawn. The Offeror will take up and accept for payment all Additional Common Shares. Payment of C$151,203,865.80, in the aggregate, for such Additional Common Shares shall be made to the Depositary in accordance with applicable securities laws. If Additional Common Shares were tendered through brokers or financial intermediaries, holders of such Common Shares will receive payment for their shares through their broker or financial intermediary.

Immediately prior to the Offer, the Offeror owned 81,865,425 Common Shares, representing, on a non-diluted basis, approximately 19.7% of the issued and outstanding Common Shares as of such date. With the take up of the Common Shares on April 20, 2017 and the Additional Common Shares the Offeror will have acquired an aggregate of 318,833,909 Common Shares pursuant to the Offer, being all of the Common Shares validly deposited pursuant to the Offer, representing approximately 92.8% of the Common Shares not already owned by the Offeror or any of its affiliates as of the commencement of the Offer. Following this take up and payment, the Offeror will own and control 400,699,334 Common Shares representing, on a non-diluted basis, approximately 94.2% of the issued and outstanding Common Shares.

The Offer was completed as part of Delek's strategy to expand its international energy operations. The Offeror and its affiliates intend to continue to assess, from time to time, the Offeror's holdings in Ithaca, and insofar as it deems it appropriate, based on market conditions and other circumstances and it is permissible in law, the Offeror will consider further increasing or decreasing its holdings in Ithaca. In accordance with the terms of the support agreement between Ithaca and Delek dated February 6, 2017, the Offeror may at any time, and from time to time, designate such number of members of the Ithaca board of directors, and any committees thereof, as is proportionate to the percentage of the outstanding Common Shares beneficially owned at such time by Delek or an affiliate or subsidiary of Delek.

As described in the Offer and Circular (as amended), the Offeror is under no obligation to carry out a compulsory acquisition or subsequent acquisition transaction to acquire any Common Shares that were not validly deposited under the Offer prior to 5:00 p.m. (Toronto time) on May 3, 2017 and shareholders who have not deposited their Common Shares pursuant to the Offer continue to hold their Common Shares.

Caution Concerning Forward-Looking Statements

Certain statements made in this news release are forward-looking statements, including, but not limited to, statements relating to the timing of payment for Common Shares deposited to the Offer. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, the Offeror and Delek cannot guarantee that any forward-looking statement will materialize and caution readers against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe the Offeror's expectations as of May 3, 2017 and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, neither the Offeror nor Delek undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. For additional information on assumptions and risks underlying certain of the forward-looking statements made in this news release, please consult the notice of extension which is available for review on Ithaca's website at www.ithacaenergy.com and on the SEDAR website at www.sedar.com.

The full version of the Offer and Circular and notice of extension are available for review on Ithaca's website at www.ithacaenergy.com and on Ithaca's profile on the SEDAR website at www.sedar.com.

For further information and to obtain a copy of the early warning report which will be filed under applicable Canadian securities laws, please see Ithaca's profile on the SEDAR website at www.sedar.com or contact Delek Group Ltd. or the Offeror.

Contact Information

  • Delek Group Ltd.
    Nilly Richman - Head of Communications
    19, Abba Eban blvd. P.O.B 2054
    Herzliya 4612001, Israel
    +972 9 863 8444
    media@delek-group.com

    DKL Investments Limited
    Emily Lacey - Manager, Corporate Services
    Crestbridge Limited, 47 Esplanade
    St Helier, Jersey, JE1 0BD, Channel Islands
    +44 1534 835047
    emily.lacey@crestbridge.com