Viston United Swiss AG provides CFIUS Update in Connection with All-Cash Offer to Acquire Petroteq Energy Inc.
Viston United Swiss AG and its subsidiary, 2869889 Ontario Inc., have received notice from the U.S. Department of the Treasury that CFIUS is conducting a 45-day investigation into Viston’s cash offer to acquire all common shares of Petroteq Energy (TSX-V: PQE; OTC: PQEFF). The offer price is C$0.74 per share, a 279% premium over the last trading price before a cease trade order on August 6, 2021. Shareholders are urged to tender their shares before the July 22, 2022 deadline. Viston is preparing the necessary filings to secure a clearance from CFIUS.
- Offer price of C$0.74 represents a 279% premium over the last trading price.
- CFIUS review suggests potential approval of acquisition, indicating regulatory support.
- The ongoing CFIUS investigation may delay the acquisition process.
- Failure to secure CFIUS clearance could lead to the termination of the Offer.
- CFIUS has provided notice of the commencement of a 45-day investigation period
Background to the CFIUS Condition
CFIUS is a group of
On
Accordingly, Viston and the Offeror determined to file a voluntary notice (the “Notice”) with CFIUS seeking a Clearance, in order to satisfy the conditions to the Offer. Viston and the Offeror commenced the preparation of the Notice with the objective of preparing the Notice on an expedited basis, submitting the Notice to CFIUS and commencing the 45-day notice review period as soon as practicable.
Pursuant to the
On
On
On
Viston and the Offeror currently intend to extend the Offer to a date after
Summary of Offer Details
Viston reminds Shareholders of the following key terms and conditions of the Offer:
-
Shareholders will receive
C in cash for each Common Share. The Offer represents a significant premium of approximately$0.74 279% based on the closing price ofC per Common Share on the TSX-V on$0.19 5August 6, 2021 , being the last trading day prior to the issuance of a cease trade order by theOntario Securities Commission at which time the TSX-V halted trading in the Common Shares. The Offer also represents a premium of approximately 1,032% to the volume weighted average trading price ofC per Common Share on the TSX-V for the 52-weeks preceding the German voluntary public purchase offer in$0.06 5April 2021 . -
The Offer is expressed in Canadian dollars but Shareholders may elect to receive their consideration in the
U.S. dollar equivalent amount. -
The Offer is currently open for acceptance until
5:00 p.m. (Toronto time) onJuly 22, 2022 , unless the Offer is extended, accelerated or withdrawn by the Offeror in accordance with its terms. - Registered Shareholders may tender by sending their completed Letter of Transmittal, share certificates or DRS statements and any other required documents to Kingsdale, as Depositary and Information Agent. Registered Shareholders are encouraged to contact Kingsdale promptly to receive guidance on the requirements and assistance with tendering.
- Beneficial Shareholders should provide tender instructions and currency elections to their financial intermediary. Beneficial Shareholders may also contact Kingsdale for assistance.
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The Offer is subject to specified conditions being satisfied or waived by the Offeror. These conditions include, without limitation: the Canadian statutory minimum tender condition of at least
50% +1 of the outstanding Common Shares being validly deposited under the Offer and not withdrawn (this condition cannot be waived); at least50% +1 of the outstanding Common Shares on a fully diluted basis being validly deposited under the Offer and not withdrawn; the Offeror having determined, in its reasonable judgment, that no Material Adverse Effect exists; and receipt of all necessary regulatory approvals. Assuming that the statutory minimum tender condition is met and all other conditions are met or waived, the Depositary will pay Shareholders promptly following the public announcement of take-up and pay.
For More Information and How to Tender Shares to the Offer
Shareholders who hold Common Shares through a broker or intermediary should promptly contact them directly and provide their instructions to tender to the Offer, including any
For assistance or to ask any questions, Shareholders should visit www.petroteqoffer.com or contact
Advisors
The Offeror has engaged
About the Offeror
The Offeror is an indirect, wholly-owned subsidiary of Viston, a Swiss company limited by shares (AG) established in 2008 under the laws of
Viston was created to invest in renewable energies and clean technologies, as well as in the environmental protection industry. Viston aims to foster innovative technologies, environmentally-friendly and clean fossil fuels and to help shape the future of energy. Since
Caution Regarding Forward-Looking Statements
Certain statements contained in this news release contain “forward-looking information” and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “intends”, “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to a further variation of an/or extension of the time for acceptance of the Offer; the expectations regarding the process for, and timing of, obtaining regulatory approvals; expectations relating to the Offer; estimations regarding the issued and outstanding Common Shares, including as measured on a fully-diluted basis; and the satisfaction or waiver of the conditions to consummate the Offer.
Although the Offeror and Viston believe that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, performance or achievements of the Offeror or the completion of the Offer to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information include, among other things, the ultimate outcome of any possible transaction between Viston and Petroteq, including the possibility that Petroteq will not accept a transaction with Viston or enter into discussions regarding a possible transaction, actions taken by Petroteq, actions taken by security holders of Petroteq in respect of the Offer, that the conditions of the Offer may not be satisfied or waived by Viston at the expiry of the Offer period, the ability of the Offeror to acquire
Forward-looking information in this news release is based on the Offeror and Viston’s beliefs and opinions at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and each of the Offeror and Viston disavows and disclaims any obligation to do so except as required by applicable Law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Offeror or any of its affiliates or Petroteq.
Unless otherwise indicated, the information concerning Petroteq contained herein has been taken from or is based upon Petroteq’s and other publicly available documents and records on file with the Securities Regulatory Authorities and other public sources at the time of the Offer. Although the Offeror and Viston have no knowledge that would indicate that any statements contained herein relating to Petroteq, taken from or based on such documents and records are untrue or incomplete, neither the Offeror, Viston nor any of their respective officers or directors assumes any responsibility for the accuracy or completeness of such information, or for any failure by Petroteq to disclose events or facts that may have occurred or which may affect the significance or accuracy of any such information, but which are unknown to the Offeror and Viston.
Additional Information
This news release relates to a tender offer which Viston, through the Offeror, has made to Shareholders. The Offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase and Circular, the Notice of Variation and Extension dated
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. Investors and security holders of Petroteq are urged to read the tender offer statement (including the Offer to Purchase and Circular, the Notice of Variation and Extension dated
View source version on businesswire.com: https://www.businesswire.com/news/home/20220708005254/en/
For More Information
Media inquiries:
Vice President,
Direct: 416-867-2357
hkim@kingsdaleadvisors.com
For assistance in depositing Petroteq Common Shares to the Offer, please contact:
North American Toll Free: 1-866-581-1024
Email: contactus@kingsdaleadvisors.com
www.petroteqoffer.com
Source:
FAQ
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