MFC Industrial Announces Mailing Of Offer And Take-Over Bid To Shareholders Of Compton Petroleum Corporation
NEW YORK, July 12, 2012 /PRNewswire/ -- MFC Industrial Ltd. (NYSE: MIL) ("MFC" or the "Company") announces that it has mailed to the shareholders of Compton Petroleum Corporation ("Compton") its offer and take-over bid circular (the "Offer Documents") in connection with its previously announced friendly offer (the "Offer") for all of the outstanding common shares of Compton ("Compton"). Pursuant to the Offer, MFC and an indirect wholly-owned subsidiary are offering to acquire all of the outstanding Compton Shares for cash consideration of $1.25 per Compton Share.
The Offer will be open for acceptance until 5:00 p.m., Vancouver Time, on August 16, 2012, unless extended or withdrawn by MFC.
The board of directors of Compton has prepared and is mailing a directors' circular (the "Directors' Circular"), unanimously recommending that Compton shareholders accept the Offer and tender their Compton Shares thereunder. In addition, all of Compton's directors and officers have indicated that they intend to tender their Common Shares to the MFC Offer.
The Offer is subject to customary conditions, including, among others, there being deposited (and not withdrawn) under the Offer that number of Compton Shares which, together with the Compton Shares and special warrants, if any, held by MFC, represent at least 66.67% of the outstanding Compton Shares on a fully-diluted basis, receipt of requisite regulatory and contractual consents, and the absence of a material adverse change with respect to Compton.
Full details of the Offer are included in the Offer Documents and related documents, which along with the Directors' Circular, are available on SEDAR at www.sedar.com. Compton shareholders are encouraged to read such documents carefully and in their entirety.
Computershare Investor Services Inc. is the depositary for the Offer. Compton shareholders can obtain copies of the Offer Documents and related materials at no charge from the depositary toll-free at 1-800-564-6253 or by email at firstname.lastname@example.org.
About MFC Industrial Ltd.
MFC is a global commodities supply chain company, which sources and delivers commodities and materials to clients, with a special expertise on the financing and risk management aspects of the business. To obtain further information on the Company, please visit our website at: http://www.mfcindustrial.com.
Disclaimer for Forward-Looking Information
The preceding includes forward looking statements, including statements regarding the Company's ability to complete the Offer and other contemplated transactions, the impact of the proposed acquisition on its business and operations and its ability to integrate the business and operations of Compton, which involve known and unknown risks and uncertainties which may not prove to be accurate. Forward-looking statements are not based on historical fact and involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, revenues, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the Company's actual results, revenues, performance or achievements to differ materially from expectations include, among other things: uncertainties as to the timing of the Offer and satisfaction of the conditions thereto, MFC's and Compton's ability to obtain required consents and approvals in connection with the transactions, the business of MFC and Compton may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, general business and economic conditions globally, commodities price volatility, industry trends, competition and other factors beyond the Company's control. Such forward-looking statements should therefore be construed in light of such factors. Other than in accordance with its legal or regulatory obligations, the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information about these and other assumptions, risks and uncertainties are set out in the Company's Management's Discussion and Analysis for the three months ended March 31, 2012, filed with the Canadian securities regulators and on the Form 6-K with the United States Securities and Exchange Commission, and its Annual Report on Form 20-F for the year ended December 31, 2011.
SOURCE MFC Industrial Ltd.