Glencore and Caracal Enter into a Definitive Agreement for Glencore
to Acquire Caracal for £5.50 in Cash Per Share
--Caracal Terminates Proposed Merger with TransGlobe--
Baar, Switzerland & Calgary, Alberta, April 14, 2014 – Glencore Xstrata plc ("Glencore") (LSE:
GLEN; Hong Kong: GLEN.HK; Johannesburg:GLN.J) and Caracal Energy Inc. ("Caracal" or the
“Company”) (LSE:CRCL), announced today that they have reached a definitive agreement for a
wholly owned subsidiary of Glencore to acquire Caracal for an all cash consideration of £5.50
per common share by way of Plan of Arrangement (the “Arrangement”).
As a result of the Arrangement, Caracal is also announcing that it has terminated a prior
agreement under which it proposed to merge with Calgary-based TransGlobe Energy
Corporation (the “Proposed TransGlobe Merger”). Termination is on the basis that the
unsolicited proposal from Glencore constitutes a Superior Proposal. Caracal has paid to
TransGlobe a termination fee of US$9.25 million as required under the terms of the Proposed
TransGlobe Merger.
The Arrangement, which is expected to close in the second quarter of 2014, provides Caracal
shareholders many compelling benefits including:
- A 61% premium to the £3.42 closing price of Caracal’s common shares on April 11, 2014, the
last trading day prior to the announcement of the Arrangement
- A 54% premium to £3.57, being the volume-weighted average price of Caracal’s common
shares for the 30 trading days up to and including the last trading day prior to the
announcement of the Arrangement
- Certainty of value for shareholders through 100% cash consideration paid for their common
shares
- Elimination of risks associated with business plan execution and ultimate realization of
Caracal’s fundamental value
Mr. Gary Guidry, Caracal’s President and Chief Executive Officer, commented:
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“The premium all-cash offer from Glencore is strong recognition of the significant value Caracal
has created for its shareholders since inception. This transaction and the significant premium it
places on our shares is an excellent outcome for our shareholders. Glencore has been an
important supporter and partner of Caracal in Chad and this is a natural progression in the
development of this portfolio.”
From Glencore’s perspective, the Arrangement will allow it to take on operatorship and a larger
working interest to more fully benefit from the development of Caracal’s Chad oil development
and exploration operations.
Mr. Alex Beard, Glencore’s Head of Oil, commented:
“Both companies have had a successful partnership since 2012. This transaction deepens our
relationship, adding further value and expertise to our growing oil business in Africa. We believe
the combined business will be even better placed to take advantage of the long term
opportunities across the African oil sector.”
Further Details of the Arrangement
Full details of the Arrangement will be included in an information circular, which will be mailed to
Caracal shareholders. The Arrangement will be carried out under the Canada Business
Corporations Act and will require the approval of two-thirds of the votes cast by shareholders of
Caracal voting at a special meeting to be called to consider the Arrangement, as well as a court
and other regulatory approvals and certain other conditions for an arrangement of this nature.
The Arrangement provides that Caracal is subject to non-solicitation provisions and provides
that the Board of Directors of Caracal may, under certain circumstances, terminate the
Arrangement in favour of an unsolicited superior proposal, subject to payment of a termination
fee of US$15 million to Glencore and subject to a right in favour of Glencore to match the
superior proposal. In addition, Caracal has agreed to pay the termination fee to Glencore in the
event the Arrangement is terminated in certain other circumstances. Glencore has also agreed
to provide for a reciprocal termination fee of US$15 million to Caracal in certain circumstances.
It is expected that the Caracal shareholder meeting will take place in early June 2014, with
closing expected to occur as soon as possible thereafter, subject to receipt of approval pursuant
to the Investment Canada Act and Competition Act and any other necessary regulatory
approvals and satisfaction of other customary closing conditions. The Arrangement is not
subject to financing conditions or due diligence and is not subject to the approval of the
Government of Chad.
The Arrangement also provides that Glencore and its affiliates are entitled to acquire additional
Caracal common shares through purchases over a stock exchange provided (i) that Glencore
does not acquire more than an additional 4.1% of the outstanding Caracal common shares on a
non-diluted basis and (ii) such purchases do not commence before April 16, 2014.
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Caracal’s Board of Directors has unanimously approved the Arrangement with Glencore and
has concluded that it is in the best interests of Caracal. Caracal’s financial advisors, Goldman,
Sachs & Co. and RBC Capital Markets have also each provided opinions to the Caracal Board
of Directors that, as of April 14, 2014, and subject to the assumptions and limitations on which
the opinions are based, the consideration to be received under the Arrangement is fair, from a
financial point of view, to Caracal’s shareholders, excluding Glencore and its affiliates. The
Board of Directors and Management of Caracal have signed support agreements to vote their
shares in favour of the Arrangement.
Upon completion of the Arrangement, Caracal’s convertible debentures with an aggregate
principal amount of US$173.6 million (the “Caracal Debentures”) will continue to be an
obligation of Caracal, as a wholly-owned subsidiary of Glencore. After completion of the
Arrangement, holders of Caracal Debentures who exercise their conversion rights in
accordance with the terms of the indenture for the Caracal Debentures will not receive Caracal
shares (which shall be issued to Glencore or its affiliates) and will, rather, receive £5.50 in cash
for each Caracal share which the holder would have received upon conversion in accordance
with the terms of the indenture for the Caracal Debentures.
Full details of the Arrangement will be available in an information circular that Caracal will mail
to shareholders in due course. The information circular will also be available on Caracal’s
website and at
www.sedar.ca. All Caracal shareholders are urged to read the relevant
information circular once it becomes available as it will contain additional important information
concerning the Arrangement. There is no action required for Caracal shareholders to take today.
Delisting and Cancellation of Trading
It is intended that the London Stock Exchange and the Financial Conduct Authority will be
requested respectively to cancel trading in Caracal’s shares on the London Stock Exchange's
market for listed securities and the listing of Caracal’s shares from the Official List on closing of
the Arrangement.
It is expected that at that time share certificates in respect of Caracal’s shares will cease to be
valid and entitlements to Caracal’s shares held within the CREST system will be cancelled.
Advisors
For Caracal, financial advisors are Goldman, Sachs & Co. and RBC Capital Markets. Caracal’s
legal advisor is Stikeman Elliott LLP.
For Glencore, the legal advisors are Torys LLP and McCarthy Tetrault LLP for North America
and Clifford Chance LLP for the UK.
About Glencore
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Glencore is one of the world’s largest global diversified natural resource companies. As a
leading integrated producer and marketer of commodities with a well-balanced portfolio of
diverse industrial assets, we are strongly positioned to capture value at every stage of the
supply chain, from sourcing materials deep underground to delivering products to an
international customer base. The Group’s industrial and marketing activities are supported by a
global network of more than 90 offices located in over 50 countries. The Group’s diversified
operations comprise over 150 mining and metallurgical sites, offshore oil production assets,
farms and agricultural facilities. We employ approximately 190,000 people, including contractors.
About Caracal Energy Inc.
Caracal Energy Inc. is an international exploration and development company focused on oil
and gas exploration, development and production activities in the Republic of Chad, Africa. In
2011, Caracal entered into three production sharing contracts ("PSCs") with the government of
the Republic of Chad. These PSCs provide exclusive rights, along with its partners, to explore
and develop reserves and resources over a combined area of 26,103 km2 in southern Chad.
The PSCs cover two world-class oil basins with oil discoveries, and numerous exploration
prospects.
For further information:
Glencore
Charles Watenphul (Media) Paul Smith (Investors)
t: +41 (0) 41 709 2462 t:+41 (0)41 709 2487
m: +41 (0) 79 904 33 20 m: +41 (0)79 947 1348
[email protected] [email protected]
