NuVista and Rider Announce Closing of Plan of Arrangement, Closing of Investment by Ontario Teachers' Pension Plan Board and Expanded Credit Facility
CALGARY, ALBERTA--(Marketwire - March 4, 2008) - NuVista Energy Ltd. ("NuVista") (TSX:NVA) and Rider Resources Ltd. ("Rider") (TSX:RRZ) are pleased to announce that the business combination of NuVista and Rider pursuant to a Plan of Arrangement (the "Arrangement") was completed today. Under the terms of the Arrangement, each Rider common share was exchanged for 0.3540 of a NuVista common share on a tax-deferred basis for Rider shareholders who are Canadian residents. The business combination of NuVista and Rider, which continues under the name "NuVista Energy Ltd.", results in a strong intermediate exploration and production company with a continued focus on disciplined growth.
NuVista is also pleased to announce that the investment by Ontario Teachers' Pension Plan ("OTPP") in 6,000,000 units of NuVista ("Units") for gross proceeds of $84,000,000 (the "Investment") was also completed today. Each Unit issued by NuVista pursuant to the Investment consisted of one NuVista share and one-half of a warrant of NuVista, each of which whole NuVista warrant entitles OTPP to acquire, subject to adjustment, one NuVista share for $15.50. The NuVista warrants expire March 4, 2009.
In conjunction with the closing of the Arrangement NuVista has increased the size of its credit facilities to $450 million. NuVista intends to use the proceeds from the Investment and its expanded credit facilities to repay Rider's bank facility and Rider's second lien term loan.
NuVista is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "NVA".
Rider is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "RRZ". It is expected that Rider's common shares will be delisted from such exchange two or three business days after the receipt by such exchange of documentation in respect of the completion of the Arrangement.
Advisory Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "may", "will", "should", "believe", and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by NuVista and Rider. Although NuVista and Rider believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because NuVista and Rider can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements and information contained in this press release are made as of the date hereof and NuVista and Rider undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.