TSX: FCP
AIM: FPL

CALGARY, Sept. 8 /CNW/ - First Calgary Petroleums Ltd. (TSX: FCP, AIM: FPL) (FCP or the Company) announces that Eni S.p.A. (Eni) has agreed to acquire all the common shares and convertible bonds of FCP. Under the terms of the definitive agreement, shareholders will receive C$3.60 per share in cash and bondholders will receive 108% of par (plus accrued interest). The transaction values FCP's fully diluted share capital at approximately C$923 million which represents a 52.5% premium to the closing price of C$2.36 on the Toronto Stock Exchange (TSX) on 2 September 2008 (being the last trading day before FCP announced that it had received proposals) and a 59.2% premium to the 30 day weighted average trading price of C$2.26 per share prior to 2 September 2008.

The Board of Directors of FCP has unanimously determined that the proposed transaction is in the best interests of FCP, and has unanimously recommended that FCP securityholders vote in favour of the transaction.

JPMorgan Cazenove, financial advisor to FCP, has advised the Board of Directors of FCP that it is of the opinion, as of the date hereof, that the consideration to be received by securityholders under the transaction is fair from a financial point of view.

Shane O'Leary, President and CEO of FCP said:

"We are very pleased to support this transaction which we believe delivers the highest value for FCP shareholders compared with other strategic options."

"We will work with Eni to ensure a smooth transition and avoid disruptions to the project. We believe the resources and expertise that Eni can bring to this project should accelerate the development."

Directors, officers and certain shareholders of FCP including Waterford Finance & Investment Limited (representing in aggregate approximately 18.3% of the outstanding shares and options of FCP) have agreed to support and vote in favour of this transaction.

The definitive agreement prohibits FCP from soliciting or initiating any discussions concerning any other business combination but allows the Board of Directors of FCP to accept and recommend a Superior Proposal (as defined in the definitive agreement, subject to any such competing proposal not having been matched by Eni under the terms of the agreement) if it is required to do so to avoid breaching its fiduciary duties and upon payment of a break fee of C$28.2 million.

The transaction is expected to be completed by way of a statutory plan of arrangement. In addition to the receipt of all required Canadian, Algerian and other governmental approvals, the completion of the transaction will require the approval of 66 2/3% of the votes cast at a meeting of FCP shareholders and approval of 75% of the votes cast by bondholders at a meeting of FCP bondholders.