Cadence announces completion of amalgamation with subsidiary of Barrick Gold Corporation
November 11th, 2008 - Posted in Gold, Gold Mining Companies, Mining StockCadence 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(at)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.