Longbow Resources Enters Into Exclusive Agreement
(PressMethod) - Longbow Resources Inc. (TSX VENTURE:LBR - News; "Longbow" or the "Company") is pleased to announce that the strategic review it announced by news release dated January 30, 2008 has culminated in the Company entering into an exclusive agreement with a private Alberta company ("Bidco"). Provided Bidco's conditions are satisfied or waived, Bidco has agreed to offer to purchase, by way of takeover bid or some alternate business combination, all of the issued and outstanding common shares of Longbow for cash consideration of CDN$0.70 per share on a fully diluted basis (the "Offer"). The total cash consideration of the Offer is based on an enterprise value for Longbow of $40 million and may be subject to adjustment in certain circumstances. The agreement between Longbow and Bidco also provides that Longbow shall not, directly or indirectly, solicit or initiate any inquiries, or engage in any discussions or negotiations with any third party with respect to any alternative transaction.
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The Offer is subject to a number of conditions including the negotiation and execution of a mutually satisfactory definitive agreement ("Bid Agreement"), satisfactory financing arrangements being made by Bidco, completion of due diligence and board approvals. It is anticipated that the Bid Agreement will be completed and signed on or about April 30, 2008 and that the due diligence and financing conditions will be satisfied or waived no later than April 30, 2008. Certain major shareholders as well as the directors and officers of Longbow, representing approximately 72% of the issued and outstanding Longbow shares, are expected to agree to tender their shares to the Offer.
Longbow is a junior oil and natural gas company based in Calgary, Alberta with properties located in Alberta, British Columbia and Saskatchewan.
Certain statements contained herein may constitute forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. We believe that the expectations reflected in the forward-looking statements are reasonable based upon management's current views but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. No assurance can be given that actual results, performance or achievement expressed in, or implied by these forward-looking statements will occur, or if they do, that any benefits may be derived from them. Past results have been applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.
Contact:
Sean F. Kehoe
Longbow Resources Inc.
Chief Executive Officer
(403) 233-6073
Email: info@longbowresources.com
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