- Glass Lewis joins ISS in recommending Storm shareholders vote in favour of the Plan of Arrangement
- Storm shareholders are reminded to vote no later than December 13, 2021, at 10:00 a.m. (Calgary time)
- Storm shareholders who require assistance with voting can contact Kingsdale Advisors at 1-888-518-1552 (toll-free)
CALGARY, AB, Dec. 9, 2021 /CNW/ – Storm Resources Ltd. (TSX: SRX) (“Storm” or the “Company“) announces that another leading independent proxy advisor, Glass Lewis (“Glass Lewis”), has recommended that shareholders of Storm vote FOR a special resolution approving the proposed plan of arrangement (the “Arrangement“) between Storm and Canadian Natural Resources Limited (“CNRL“) pursuant to which shareholders will receive $6.28 for each common share of Storm they hold at the upcoming special meeting (the “Meeting“) to be held on December 15, 2021 at 10:00 a.m. (Calgary time). This follows an earlier proxy advisory report from Institutional Shareholder Services (“ISS“), which also recommended Storm shareholders vote in favour of the proposed Arrangement.
In support of its recommendation, Glass Lewis notes that they reviewed nine buy-outs of Canadian oil and gas exploration and production companies within the two-year period prior to the announcement of the Arrangement and found “median book value and trailing EBITDA multiples of 0.94x and 5.41x, respectively, and a median one-day market premium of approximately 10.0%. By comparison, we note the contemplated arrangement implies book value and EBITDA multiples of approximately 1.80x and 16.86x, respectively, and a one-day market premium of roughly 6.3%. Thus, we consider the deal-implied multiples appear evidently favorable here.”
Glass Lewis also stated in their report that “it should be emphasized that the contemplated consideration does, indeed, offer certain and immediate value at an all-time high across Storm’s 11-year unaffected trading history following a near doubling in trading value between August and November 2021. Viewed in full context, then, we believe there exists ample cause to suggest the CNR consideration is fairly attractive for existing Storm investors.”
Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 meetings each year, across approximately 100 global markets. Their customers include the majority of the world’s largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets.
REMINDER TO VOTE
Shareholders who have not already voted are reminded to submit their votes by no later than 10:00 a.m. (Calgary time) on December 13, 2021.
Storm’s board of directors (the “Board“) has unanimously determined that the Arrangement is in the best interests of Storm shareholders and unanimously recommends that shareholders vote FOR the Arrangement at the upcoming Meeting. The Board and executive officers have agreed to support the transaction and to vote in favour of the Arrangement.
In light of public health guidelines related to COVID-19 that continue to restrict indoor gatherings, the Company has decided to host the Meeting solely by means of remote communication. All shareholders are strongly encouraged to vote prior to the Meeting by proxy, as in-person voting at the time of the Meeting will not be possible.
Storm encourages shareholders to read the meeting materials in detail. Copies of the meeting materials, which include instructions as to how to vote and attend the Meeting via webcast or teleconference, are available under Storm’s profile on SEDAR at www.sedar.com.
All amounts referred to in this press release are stated in Canadian dollars.
Your vote is important, regardless of how many shares you own. Voting can be done via the methods below:
Registered shareholders can vote their shares by proxy over the internet, by entering the 12-digit control number printed on the form of proxy at http://www.alliancetrust.ca/shareholders.
Alternatively, registered shareholders can vote by returning their form of proxy by mail to Alliance Trust Company, 1010, 407 – 2nd Street S.W. Calgary, Alberta T2P 2Y3,
Beneficial shareholders who hold their shares through a broker or other intermediary, should follow the instructions on the voting instruction form provided to them by their broker or other intermediary in order to vote. Each intermediary may have a different voting process.
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Kingsdale Advisors, who was retained by CNRL to act as Proxy Solicitation Agent, by telephone at 1-888-518-1552 (toll-free in North America) or at 416-867-2272 (for collect calls outside of North America) or by email at firstname.lastname@example.org.
Storm Resources Ltd. began operations in August 2010, is headquartered in Calgary, Alberta and is focused on growing net asset value for shareholders through the development of a large, liquids-rich resource in the Montney formation in northeast British Columbia.
Cautionary Statement Regarding Forward-Looking Information
This press release contains certain forward-looking information within the meaning of Canadian securities laws. Forward-looking information relates to future events or future performance and is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. All information other than historical fact is forward-looking information. Words such as “plan”, “expect”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words that indicate events or conditions may occur are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information relating to the anticipated benefits of the Arrangement to Storm and its shareholders; the timing and anticipated receipt of required securityholder, court, regulatory, stock exchange and other third party approvals for the Arrangement; the ability of Storm and CNRL to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the holding of the Meeting and the closing of the Arrangement. In respect of the forward-looking statements concerning the anticipated benefits and completion of the Arrangement, the timing and anticipated receipt of required third party approvals and the anticipated timing for completion of the Arrangement, CNRL and Storm have provided such in reliance on certain assumptions that they believe are reasonable at this time; the ability of the parties to receive, in a timely manner, the necessary securityholder, court, regulatory, stock exchange and other third party approvals, including but not limited to the receipt of applicable competition approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Storm’s control. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of securityholders may result in the termination of the Arrangement Agreement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement are set forth in the information circular for the Meeting, which is available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Storm could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Storm will derive therefrom. The forward-looking statements in this press release should not be interpreted as providing a full assessment or reflection of the unprecedented impacts of the COVID-19 pandemic and the resulting indirect global and regional economic impacts. Storm disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE Storm Resources Ltd.