Access to the RBC Rundle VIRTUAL DATA ROOM requires registration by execution of a project confidentiality agreement. To register please contact Jill Switzer: 403 299 8446
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OMERS |
Bids Due: November 22, 2011 at 12:00 noon MST |
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Contact: 403-299-8453
403-299-8449 |
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Introduction Letter |
Foreword & Disclaimer | Garrington Asset Sale Overview |
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FOREWORD & DISCLAIMER
Foreword
The purpose of this Information Memorandum (the “IM”) is to provide an overview description of certain properties (the “Properties”) of OMERS Energy Inc and Superman Resources Inc (collectively the “Company”). The Company has engaged RBC Capital Markets, including RBC Rundle, a member of RBC Capital Markets (collectively “RBC”), as its exclusive agent in connection with the proposed sale of the Properties.
The information contained herein is based upon information provided by the Company and other sources and is intended solely for use by interested parties (“Interested Parties”) in submitting an offer to acquire the Properties. Confidential information may be made available to Interested Parties after delivery to RBC of a confidentiality agreement (the “Confidentiality Agreement”) in the required form. The Confidentiality Agreement strictly limits the disclosure of the confidential information and any other information provided by the Company, RBC or any of the Company's other advisors, agents or sources.
The IM is not all-inclusive and may not contain all of the information that the recipient requires in order to evaluate the Properties. The information in the IM is intended only to assist the recipient in deciding whether it wishes to proceed with a further investigation of a possible transaction involving the Properties. The recipient is to rely on its own independent analysis to form the basis of any investment decision. While the information contained herein is believed to be accurate and reliable, RBC has not independently verified the information in the IM. None of the Company, RBC, their affiliates and associates and their respective directors, officers, employees, agents, shareholders and advisors makes or gives any representation, warranty or undertaking, expressed or implied, as to, or in relation to, and none of them shall be responsible or liable for the accuracy or completeness of the information contained in the IM, or any other information, errors therein or omissions therefrom. None of the Company, RBC, or any of their respective affiliates and associates or their directors, officers, employees, agents, shareholders or advisors undertakes to update or otherwise revise or correct any inaccuracies which become apparent in the IM or any other information supplied. In furnishing the IM, RBC and the Company reserve the right to amend or replace the IM at any time and undertake no obligation to provide the recipient updated information. The recipient shall be entitled to rely solely on the representations and warranties, if any, made to it in any definitive Purchase and Sale Agreement when and if one is executed. Each recipient is responsible for satisfying itself as to the accuracy and completeness of all information contained herein.
The IM includes certain statements with respect to the anticipated future performance of the Properties, further details of which may be made available to Interested Parties who have executed a Confidentiality Agreement. Such statements, which reflect various subjective assumptions concerning anticipated results, may or may not prove to be correct. Without limiting the generality of any other disclaimer contained in the IM, no representations or warranties expressed or implied are made as to the accuracy of such statements.
No securities commission or securities regulatory authority or other regulatory or other authority in the United States of America (the “U.S.”), Canada, or any other jurisdiction has in any way passed upon the merits of this acquisition opportunity or the accuracy or adequacy of the IM. The IM does not constitute an offer or solicitation in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation. The IM is not and under no circumstances is to be construed as, a prospectus, a public offering or an offering memorandum as defined under applicable securities legislation.
The recipient should not construe the contents of this IM or any related documents as legal or investment advice. The recipient should consult its own counsel, accountants and business advisors as to legal, tax and related matters concerning an acquisition of the Properties.
All dollar values included herein are expressed in Canadian dollars unless otherwise noted.
Disclaimer
The sale process will be managed in accordance with procedures that will be established and communicated to Interested Parties from time to time. The Company and RBC expressly reserve the right at any time, with or without providing notice or reasons, to: (i) amend or terminate the sale process; (ii) decline to permit any Interested Party to participate in the sale process; (iii) terminate discussions with any or all Interested Parties; (iv) reject any or all offers; (v) accept an offer other than the highest cash offer; (vi) negotiate with one or more Interested Parties with respect to a transaction; (vii) pursue other value maximizing alternatives; or (viii) limit access at any time to any additional information; all without any liability to the Company or RBC. In addition, the Company and RBC reserve the right to amend any information, which has been made available to Interested Parties either by way of addition, deletion or amendment