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
|
Merit Energy Company |
Bids Due: May 26, 2011 |
|
Contact: 403-299-8453
403-299-8449 |
Executive Overview: Download PDF (4 Pgs. 611 KB) Central Alberta Group: Download PDF (24 Pgs. 9.93 MB) West Central Alberta Group: Download PDF (10 Pgs. 5.24 MB) Northwest Alberta Group: Download PDF (6 Pgs. 2.37 MB) Download Entire PDF: (57 Pgs. 18.8 MB) |
|||
INTRODUCTION LETTER
April 25, 2011
Dear Sir / Mesdames:
RE: MEC OPERATING COMPANY ULC – 2011 OIL AND GAS PROPERTIES OFFERING
MEC Operating Company ULC (“Merit” or “the Company”) has retained RBC Rundle as the exclusive agent for the disposition of the Company’s oil and gas properties (the “Properties”) in Canada. Merit is a private firm specializing in direct investments in oil and gas assets and has been active in Canada since 2001. The Company’s Properties are concentrated in three main operating areas; Central Alberta, West Central Alberta and Northwest Alberta (each, a “Property Group”). The Company intends to structure the disposition(s) as one or more corporate transactions (but will not materially impact a purchaser’s tax pool coverage), but may also be willing to divest the Northwest Alberta assets as an asset transaction. This letter outlines the sale process.
Access to Confidential Information
Interested parties may access confidential data for the Properties by executing two original Confidentiality Agreements (“CA”) in the form provided and attached hereto. The CA is also available for download on the RBC Rundle website. Executed CA’s can be faxed, but must also be forwarded in original form.
After receipt of the executed CA, RBC Rundle will issue a user name and password for access to a secure Virtual Data Room (“VDR”) that hosts key data and data updates. Key data on the VDR will include among other things an engineering evaluation, land schedules and accounting reports. Seller’s forms of Purchase and Sale Agreement (both for corporate and asset transactions) will also be on the VDR (“PSA”). Potential purchasers may book time in a physical Data Room at Rundle’s offices to view well files, prospect files and other relevant data. A Seismic Workstation is also available in Rundle’s offices. To book time in the Data Room or for questions regarding the CA please contact the undersigned.
Please note that CA’s executed on behalf of unidentified parties will not be accepted.
CA’s should be addressed to:
MEC Operating Company ULC
c/o RBC Rundle
Suite 3900 Bankers Hall West
888 – 3rd Street SW
Calgary, Alberta T2P 3N3
Attention: Mr. Tom Caldwell
Timing of Offers
The Company has allowed approximately five weeks for the evaluation of the Property Groups. Offers for the Property Groups shall be submitted no later than 12:00 noon, MST, May 26, 2011. The effective date of the sale is June 1, 2011. A minimum of three weeks should be available to the Company before expiry of the Offer to allow the Company reasonable time to respond to the Offer.
Nature and Form of Offer
The Company will only entertain cash Offers for each of the Property Groups in their entirety with a preference to those parties interested in securing multiple Property Groups. The Company will not entertain Offers for specific Properties, wells or leases within the Property Groups.
No bid form is supplied nor required. The Offer shall be non-binding. Notwithstanding other relevant issues, the Offer shall contain the following information:
1) Offer price
2) Property Group(s) for which offer applies
3) Source of financing, financing conditions and timing, if applicable
4) Environmental conditions
5) Requirements for approval of Management, Board of Directors, or other parties
6) Expected timing to remove Offer conditions, execute Purchase and Sale Agreement, and closing
7) Any requested modifications to the PSA
Offer Selection Process
Offers for consideration are selected at the discretion of the Company. If required, and at the discretion of the Company, bidders may be asked to provide clarifications or additional information to support their Offer. Furthermore, bidders may be asked to participate in an additional round of bidding.
Other Issues
This sale process carries no implicit promise to accept the highest Offer, or any Offer at all.
The Company and RBC Rundle do not make, and expressly disclaim, any representation or warranty (written or oral) as to the accuracy, or completeness of the information herein (or subsequently provided) and none shall be implied. Only those representations and warranties made in a fully executed Purchase and Sale Agreement shall be binding on the Company. All bidders are to incorporate in their bid level the assumption of any and all abandonment and reclamation obligations. Each potential purchaser must rely on their own investigation in order to satisfy themselves as to all matters, except to the extent expressly agreed to in the Purchase and Sale Agreement to be entered into between the Company and the successful purchaser. All costs incurred by the potential purchaser in this investigation and evaluation shall be for their own account.
The Company reserves the right to amend or modify these procedures, terms and conditions at any time.
Inquiries and Correspondence
The Company personnel are not to be contacted directly. All correspondence and inquiries should be directed to RBC Rundle.
| Primary
Contacts: Tom Caldwell 403.299.8453 tom.r.caldwell@rbccm.com |
RBC Capital Markets Contact:
|
| Rich Wickens 403.299.8449 richard.wickens@rbccm.com |
We look forward to pursuing this opportunity with you.
Yours truly,
RBC RUNDLE
Tom Caldwell
Managing Director