e425
Filed by
Canadian Superior Energy Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Canada Southern Petroleum Ltd.
Commission File No.: 333-135127
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For Immediate Release
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August 3, 2006 |
Canadian Superior Provides Further Information
Relating to its Amended and Revised Offer for Canada Southern
CALGARY,
ALBERTA (CCNMatthews August 3, 2006) Canadian Superior Energy Inc. (Canadian
Superior) (TSX:SNG) (AMEX:SNG) of Calgary, Alberta, Canada announced today further details
relating to its amended and revised offer for Canada Southern Petroleum Ltd. (Canada Southern)
(NASDAQ:CSPLF) (TSX:CSW).
Under the amended and revised offer, Canada Southern shareholders may elect to receive either (i)
2.0 shares of Canadian Superior, Cdn $2.50 cash and one (1) Special Exchangeable Share (Special
Exchangeable Share) for each Canada Southern share; or, (ii) Cdn $2.50 cash and 2.75 common shares
of Canadian Superior for each Canada Southern share, being the consideration offered under Canadian
Superiors original offer for Canada Southern. The alternative that includes Special Exchangeable
Shares is conditional upon Canadian Superior acquiring at least two-thirds (66 2/3 %) of the common
shares (fully-diluted) of Canada Southern on the date that Canadian Superior first takes up and
pays for such common shares.
Under the amended and revised offer, the Special Exchangeable Shares will be special purpose shares
whose value will be tied only to the existing Canadian Arctic assets of Canada Southern. Each
Special Exchangeable Share will be exchangeable into a separately tradable Arctic Royalty Trust
Unit (ART). Assuming all Canada Southern shareholders elect to receive Special Exchangeable
Shares, such ARTs will represent collectively a 25% net profits interest in up to approximately 927
bcfe of natural gas, being the estimated net amount of natural gas Canada Southern attributes to
its interest in the Canadian Arctic (the Arctic Resource).
Canadian Superior estimates the value of each Arctic Royalty Trust Unit to be approximately Cdn
$10.00 per Canada Southern share based on a value of approximately Cdn $0.65 per MCF of natural gas
in place. In the Western Canada sedimentary basin, natural gas is being sold for over Cdn $2.00
per MCF of natural gas in place. In Canada Southerns directors circular, dated May 25, 2006,
Canada Southerns board of directors indicated that it believes that natural gas development of the
Arctic Resource will be economically viable.
Special Exchangeable Shares may be exchanged for Arctic Royalty Trust Units on a one-for-one basis,
for no additional consideration, at any time after December 31, 2007. Any outstanding Special
Exchangeable Shares will be automatically exchanged upon the date of first commercial production
from the Arctic Resource. The Special Exchangeable Shares will be non-voting, except as required
pursuant to the provisions of the Business Corporation Act (Alberta), however, once exchanged into
Arctic Royalty Trust Units, the unit holders will have regular voting rights attributed to a trust.
In the event of the liquidation, dissolution or winding-up or other distribution of the assets of
Canadian Superior, whether voluntary or involuntary, the Special Exchangeable Shares shall be
deemed to be exchanged for ARTs on a one-for-one basis. Prior to the exchange of the Special
Exchangeable Shares, the ARTs will be registered under the United States Securities Act of 1933.
Canadian Superior will also make application to list the Special Exchangeable Shares and the ARTs
on a recognized exchange in Canada and/or the United States.
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Canadian Superior is of the view that its amended and revised offer for Canada Southern provides
Canada Southern shareholders with the unique opportunity to participate with Canadian Superior
through a business combination that will result in Canada Southern shareholders owning
approximately 20% of the combined entity on an accretive basis that will have an expanded Western
Canadian production base and at the same time the amended and revised offer provides Canadian
Southern shareholders with a cash component and the opportunity to participate with Canadian
Superior in one of the largest natural gas plays in the world slated for multi-well drilling by
Canadian Superior to commence later this year in Trinidad and Tobago, with the additional upside
created by the Artic Royalty Trust outlined below.
Following the closing of a compulsory acquisition or subsequent acquisition transaction (the
Effective Date), Canadian Superior will establish a single purpose royalty trust to be called the
Arctic Royalty Trust. The net profits interest agreement to be entered into between Canadian
Superior and the Arctic Royalty Trust will create a net profits interest in favour of the Arctic
Royalty Trust equal to 25% of the net profits received from the production of up to 927 bcfe of
natural gas from Canada Southerns interest in the Arctic Resource as at the Effective Date and
after the payment of all reasonable costs and expenses (including development, operation and
administrative costs) related to the Arctic Resource. The net profits interest agreement will also
provide that the revenue so owing from the Arctic Resource will be payable to ART holders within 45
days of receipt by Canadian Superior of such revenues, and will provide that the Arctic Resource
cannot be disposed of by Canadian Superior unless such disposition is subject to the provisions of
the net profits interest agreement. The schedule for the payment of net profit interest amounts
under the ARTs will be established when there is an established date for first production. The net
profits interest agreement will terminate after all production of up to 927 bcfe from the Arctic
Resource has been produced and all payments to ART holders under the net profits interest agreement
have been made.
Canadian Oil Sands Limited (Canadian Oil Sands) (TSX:COS.UN) is currently offering Canada
Southern shareholders US $13.10 (approximately Cdn $14.81) and their bid expires midnight Calgary
time on August 18, 2006, as compared to Canadian Superiors amended offer estimated to be worth Cdn
$17.10 per share (US $14.97). If Canadian Oil Sands is successful in acquiring 66 2/3% of the
outstanding shares of Canada Southern, Canadian Superior will have the right to withdraw or
terminate its offer of the amended consideration that includes the Special Exchangeable Shares.
Oil and gas exploration and development is a high risk speculative business and there can be no
assurance to investors that drilling at the Arctic Resource will be productive, or that
shareholders who elect to receive the amended consideration will receive payments of net profit
interest amounts under the ARTs. Such net profit interest payments will only be made in the event
that the Arctic Resource is developed and proves to be economically viable. At present, there are
no announced plans to develop the Arctic Resource. Commercialization of the Arctic Resource is
dependent upon market conditions, exploration and development decisions made by other entities, the
future development of transportation facilities, and other infrastructure, the development of which
is uncertain and outside the control of Canadian Superior. Future operations, if any, at the
Arctic Resource may be curtailed, delayed or cancelled as a result of numerous factors, including
mineral lease title deficiencies, equipment failures, weather conditions, shortages or delays in
sourcing qualified personnel, shortages or delays in the delivery of equipment, ability to access
surface topography, compliance with governmental requirements or other factors. If development of
the Arctic Resource does not progress or is curtailed, delayed or cancelled, the value of the ARTs
will decrease or may amount to nothing. The future commercial success of oil and natural gas
exploration, development and production activities is subject to numerous other risks, including
risks set out in Canadian Superiors annual information form, which was filed with applicable
Canadian provincial securities regulatory authorities and the United States Securities and Exchange
Commission (the SEC).
Canadian Superior is a Calgary, Alberta, Canada based oil and gas exploration and production
company with operations in Western Canada, offshore Trinidad and Tobago and offshore Nova Scotia.
See Canadian Superiors website at www.cansup.com to review Canadian Superiors Western Canadian
operations, Trinidad and Tobago holdings and offshore Nova Scotia interests.
This news release may be deemed to be solicitation material in respect of Canadian Superiors
tender offer for the outstanding common shares of Canada Southern. On June 19, 2006, Canadian
Superior filed the following documents with the SEC in connection with its offer to purchase the
outstanding common shares of
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Canada Southern: (1) a Registration Statement on Form F-10 (containing an offer to purchase and
take-over bid circular), and (2) a tender offer statement on Schedule T-O.
Investors and shareholders are urged to read the Registration Statement, the Schedule T-O and any
other relevant documents that have been filed or that will be filed with the SEC. These documents
contain important information and are available without charge on the SECs website at www.sec.gov
and may be obtained from the SEC by telephoning 1-800-SEC-0330. Free copies of these documents may
be also obtained by directing a request to Canadian Superior at the address and telephone number
below, attention Corporate Secretary.
Statements contained in this news release relating to future results, events and expectations are
forward-looking statements within the meaning of Section 27A of the United States Securities Act of
1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended.
These forward-looking statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of Canadian Superior, or industry
results, to be materially different from any future results, performance or achievements expressed
or implied by such statements. Such factors include, among others, those described in Canadian
Superiors annual report on Form 40-F on file with the SEC and Canadian Superiors Offer to
Purchase and Circular, which has been filed as part of a Schedule T-O on file with the SEC.
FOR FURTHER INFORMATION RELATED TO CANADIAN SUPERIOR ENERGY INC. AND/OR THIS NEWS RELEASE, PLEASE CONTACT:
Canadian Superior Energy Inc.
Suite 3300, 400 3rd Avenue S.W.
Calgary, Alberta
Canada T2P 4H2
Investor Relations
Phone: (403) 294-1411
Fax: (403) 216-2374
www.cansup.com
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