Rockyview Energy Inc.

Rockyview Energy Inc.

November 14, 2007 20:09 ET

Rockyview Energy Announces Cash Take-Over Bid for the Company

CALGARY, ALBERTA--(Marketwire - Nov. 14, 2007) - Rockyview Energy Inc. (TSX:RVE) ("Rockyview") announced today that it has entered into an agreement (the "Agreement") with Direct Energy Marketing Limited ("Direct Energy") pursuant to which Direct Energy will make an all-cash offer (the "Offer") to acquire all of the issued and outstanding common shares on a fully diluted basis (the "Shares") of Rockyview by way of a take-over bid. Under the Offer, Direct Energy will acquire the Shares at a price of Cdn.$3.16 per Share, valuing the proposed transaction at approximately Cdn.$113.3 million including the assumption of debt. The Offer represents a 29% premium based on the weighted average closing price of Rockyview's common shares on the TSX for the 20 previous days ending November 14, 2007 and a 24% premium over Wednesday's closing price of $2.55. 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 Rockyview calculated on a fully diluted basis, and receipt of all required regulatory approvals.

The Board of Directors of Rockyview has approved the proposed transaction and has concluded that the transaction is in the best interest of its shareholders and will recommend that its shareholders accept the Offer. Tristone Capital Inc. acted as financial advisor to Rockyview's Special Committee and Board of Directors and has provided the Special Committee and Board of Directors with its opinion that the consideration under the Offer is fair, from a financial point of view, to the holders of Rockyview common shares.

Rockyview has agreed to pay Direct Energy a non-completion fee of Cdn.$4.0 million in certain circumstances if the transaction is not completed. The Agreement includes customary non-solicitation covenants. 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 Rockyview on or before November 29, 2007. The Offer, unless extended, will expire 35 days thereafter with anticipated closing in January 2008. Directors and officers of Rockyview, representing approximately 5.5% of the issued and outstanding common shares of Rockyview on a fully diluted basis, have agreed to tender their shares, subject to certain exceptions and have entered into lock-up agreements with Direct Energy evidencing such commitment.

About Rockyview

Rockyview is a Calgary-based company active in the exploration, development and production of natural gas and crude oil in Western Canada. The company's common shares trade on the Toronto Stock Exchange under the symbol "RVE".

Certain statements contained in this document are "forward-looking statements". The projections, estimates and beliefs contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or events to differ materially from those anticipated in any forward-looking statements. Rockyview believes the expectations reflected in those forward-looking statements are reasonable; however Rockyview cannot provide any assurance that these expectations will prove to be correct.

The Toronto Stock Exchange has neither approved nor disapproved of the contents of this news release.

Contact Information

  • Rockyview Energy Inc.
    Steve Cloutier
    President and Chief Executive Officer
    (403) 538-5000
    (403) 538-5050 (FAX)
    Rockyview Energy Inc.
    Alan MacDonald
    Vice President, Finance and Chief Financial Officer
    (403) 538-5000
    (403) 538-5050 (FAX)