Duvernay Oil Corp.
TSX : DDV

Duvernay Oil Corp.

July 14, 2008 08:36 ET

Duvernay Oil Corp. Announces Sale to Shell Canada Limited for Approximately $5.9 Billion

CALGARY, ALBERTA--(Marketwire - July 14, 2008) - Duvernay Oil Corp. (TSX:DDV) ("Duvernay") announced today that it has entered into a definitive agreement (the "Agreement") pursuant to which Shell Canada Limited ("Shell Canada") will make an all-cash offer (the "Offer") to acquire all of the issued and outstanding common shares, on a fully diluted basis, of Duvernay by way of a take-over bid. Under the Offer, shareholders of Duvernay will receive $83.00 per share in cash, valuing the proposed transaction including indebtedness at approximately Cdn. $5.9 billion. The Offer represents a 36% premium to the weighted average trading price of Duvernay's common shares on the TSX for the 20 trading days ending July 11, 2008 and a 42% premium over Friday's closing price of $58.44. The Offer will be subject to certain customary conditions, including acceptance of the Offer by holders of at least 66 2/3% of the outstanding common shares of Duvernay calculated on a fully diluted basis, and receipt of all required regulatory approvals.

The Boards of Directors of Duvernay Oil Corp. and Shell Canada have unanimously approved the proposed transaction and the Board of Directors of Duvernay has concluded the transaction is in the best interest of its shareholders and will recommend that its shareholders accept the Offer. Peters & Co. Limited acted as exclusive financial advisor to Duvernay and has provided the Board of Directors of Duvernay with its opinion that the consideration to be received by Duvernay shareholders under the Offer is fair, from a financial point of view, to the holders of Duvernay common shares.

Duvernay has agreed to pay Shell Canada a non-completion fee in the amount of Cdn. $120 million in certain circumstances if the proposed transaction is not completed. The Agreement includes customary non-solicitation covenants and right to match provisions. Full details of the Offer will be included in the formal take-over bid circular and related documents, which will be mailed to all shareholders of Duvernay shortly.

The officers and directors of Duvernay Oil Corp. holding approximately 18.1% of the issued and outstanding shares of Duvernay on a fully diluted basis, have agreed to tender their shares, subject to certain exceptions, and have entered into lock-up agreements with Shell Canada evidencing such commitment.

FORWARD LOOKING INFORMATION

Certain information set forth in this press release contains forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties, most of which are beyond Duvernay's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Specific forward-looking statements contained in this news release include, among others, statements regarding the terms of the Offer, the completion of the Offer and the outcome of the Offer. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Duvernay's actual results, performance or achievement could differ materially from those expressed in or implied by these forward-looking statements, and accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Duvernay will derive therefrom. Duvernay Oil Corp. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as expressly required by applicable securities laws.

Contact Information

  • Duvernay Oil Corp.
    Michael Rose
    President and C.E.O.
    (403) 571-3600
    or
    Duvernay Oil Corp.
    Brian Robinson
    Vice President, Finance and C.F.O.
    (403) 571-3609
    or
    Duvernay Oil Corp.
    Scott Kirker
    Manager, Corporate Affairs
    (403) 571-3683