Reasons Why BNE Shareholders Should Accept the Offer
In September 2020, we made an offer (the “Offer”) to Bonterra Energy Corp. (“Bonterra”) shareholders to purchase all of the outstanding Bonterra common shares (“Bonterra Shares”) in consideration for two Obsidian Energy common shares for each Bonterra Share tendered to the Offer. This was done after multiple attempts since late 2018 to discuss the merits of a merger between our two companies. Despite the Bonterra’s Chairman of the Board agreeing that a combination between Obsidian Energy and Bonterra “made a lot of sense”, the Bonterra board has been unwilling to engage in discussions. After several unsuccessful attempts to discuss the combination with Bonterra’s Board of Directors, we decided to bring the Offer directly to Bonterra shareholders as we believe this is an incredible opportunity for both companies.
There are several reasons why merging with Obsidian Energy is in Bonterra shareholders’ best interests through increased shareholder value. We believe that our Offer provides a compelling opportunity for you to own a substantial stake in a stronger combined entity with an improved financial position, enhanced access to capital, greater scale and future growth opportunities.
In brief, the transaction is compelling and in the best interests of Bonterra shareholders due to the following:
- Industry consolidation has gained momentum and is being rewarded in the public markets. Certain Canadian boards have recently seized opportunities to build increased scale, efficiency and resilience through consolidation, consistent with the feedback from capital markets, and are being rewarded with significant share price appreciation.
- It creates the ‘Cardium Champion’ – a larger, more efficient and focused company with the financial and operational strength to act on future growth and value enhancing opportunities including further Cardium consolidation;
- Management has a solid strategy and plan to improve shareholder value, which we expect will result in share appreciation as a combined entity;
- Our current management team has built a track record as one of the most efficient companies among its industry peers; and
- Bonterra’s board of directors is ignoring the benefits of industry consolidation and has not offered any realistic plan as to how it will create share price appreciation.
Our in-depth financial and operational analysis clearly shows that the value as a combined entity results in a far greater share price appreciation and upside than either company could achieve on a stand-alone basis under a variety of commodity price scenarios. While we have provided a compelling strategy to create the ‘Cardium Champion’ and benefit shareholders of both companies through the upside of consolidation, Bonterra’s board of directors has ignored the market’s expectations and the opportunity to create significant value for their shareholders.
We urge Bonterra shareholders to review the information, letters and the ‘Creating the Cardium Champion’ presentation on this website, accept the Offer to tender your shares to protect and grow the value of your investment, and be part of a stronger company with a far superior future.
OFFER INFORMATION AND HOW TO TENDER SHARES
The Offer is open for acceptance until 5:00 p.m. (Mountain Daylight Time) on Monday, March 29, 2021, unless extended, accelerated or withdrawn.
As set out in further detail in the original take over bid circular dated September 21, 2020, as varied by a Notice of Extension, Variation and Change dated December 18, 2020 and the Notice of Extension to be filed with Canadian securities regulators in respect of the extension to the Offer described herein, the Offer is subject to certain conditions, including: that the Bonterra Shares validly deposited to the Offer, and not withdrawn, represent more than 50% of the then outstanding Bonterra Shares (on a fully-diluted basis) and certain regulatory and third party approvals (as outlined in the Offer Documents) have been obtained, and other customary conditions. Subject to applicable law, Obsidian Energy reserve the right to withdraw, accelerate or extend the Offer and to not take up and pay for any Bonterra Shares deposited under the Offer unless each of the conditions of the Offer is satisfied or, if applicable, waived by Obsidian Energy at or prior to the expiry of the Offer. Bonterra shareholders are strongly encouraged to read the Offer Documents carefully and in their entirety, since they contain additional important information regarding Obsidian Energy and the terms and conditions of the Offer as well as detailed instructions on how Bonterra shareholders can tender their Bonterra Shares to the Offer.
If you have questions or to tender your Bonterra Shares, you can contact Kingsdale Advisors, our information agent and depositary for the Offer, at 1-888-564-7333 (North American Toll-Free Number) or +1-416-867-2272 (Outside North America) or via email at firstname.lastname@example.org.
NO OFFER OR SOLICITATION
This website does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities of Obsidian Energy or Bonterra. The Offer is subject to a registration statement (the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended. The Registration Statement includes various documents related to such offer and sale. OBSIDIAN ENERGY URGES INVESTORS AND SHAREHOLDERS OF BONTERRA TO READ THE REGISTRATION STATEMENT AND ANY AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS THOSE DOCUMENTS BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of such registration statement, as well as other relevant filings regarding Obsidian Energy or the Offer, at the SEC’s website (www.sec.gov) under the issuer profile for Obsidian Energy Ltd., or on request without charge from the Corporate Secretary of Obsidian Energy at Suite 200, 207 – 9th Avenue, SW, Calgary, Alberta T2P 1K3.