CALGARY, Nov. 10 /CNW/ - (CDS - TSX) - Cadence Energy Inc. (formerly,
Kereco Energy Ltd.) ("Cadence"), announced that at a special meeting of
holders of Cadence common shares held today, a going private transaction
involving the amalgamation (the "Amalgamation") of Cadence and 1426384 Alberta
Ltd. ("Newco"), an indirect wholly-owned subsidiary of Barrick Gold
Corporation ("Barrick"), was approved. Barrick, through Newco, indirectly held
57,265,392 Cadence common shares representing approximately 96.6% of the
issued and outstanding common shares of Cadence. The Amalgamation was approved
by approximately 99.99% of holders of common shares of Cadence present in
person or represented by proxy at the meeting. Immediately following the
meeting, articles of amalgamation were filled in accordance with the Business
Corporations Act (Alberta) (the "ABCA"), following which the Amalgamation was
automatically deemed to be effective. Cadence and Newco have been continued as
one corporation with the name "Cadence Energy Inc." ("Amalco").
As a result of the Amalgamation, former holders of Cadence common shares
(other than Newco) received one class A redeemable preferred share of Amalco
for each Cadence common share held. The Cadence common shares held by Newco
were cancelled and the common shares of Newco were exchanged for Amalco common
shares. As a result of the Amalgamation, all of the common shares of Amalco
are indirectly held by Barrick.
On the first business day following the Amalgamation, the class A
redeemable preferred shares of Amalco will automatically be redeemed (the
"Redemption") by Amalco for Cdn.$6.75 in cash (which is the same consideration
per Cadence common share that shareholders received under the prior take-over
bid for all of the common shares of Cadence). As a result of the Redemption,
all of the class A redeemable preferred shares of Amalco will automatically be
cancelled and Barrick will indirectly own all of the outstanding securities of
Amalco.
The special meeting materials mailed to Cadence shareholders in advance
of today's shareholders' meeting, copies of which are available at
www.sedar.com, contain instructions for former holders of Cadence common
shares to receive the cash payable to them in connection with the Redemption.
Shareholders with any questions or requests for assistance in completing
the letter of transmittal and surrendering the share certificates formerly
representing Cadence common shares should contact Computershare Investor
Services Inc., the depositary, by telephone, toll free within Canada and the
United States, at 1-800-564-6253 or by e-mail at
corporateactions@computershare.com. Shareholders whose share certificates are
registered in the name of an investment advisor, stockbroker, bank, trust
company or other nominee should immediately contact such nominee for
assistance in surrendering their share certificates.
The common shares of Cadence will be delisted from and will no longer be
traded on the Toronto Stock Exchange as of the close of market today.
About Cadence
Cadence is an intermediate growth-oriented light oil and natural gas
exploration, development and production company operating exclusively in
Western Canada. For further information about Cadence, please visit our
website at www.cadence-energy.com.
Forward-Looking Information
This press release contains certain forward-looking information. These
forward-looking statements are subject to a variety of risks and uncertainties
beyond Cadence's ability to control or predict, which could cause actual
events or results to differ materially from those anticipated in such
forward-looking statements. Although Cadence believes that the assumptions
inherent in the forward-looking statements are reasonable, undue reliance
should not be placed on these forward-looking statements.
%SEDAR: 00021661E
