8th May 2006 13:03
Shell Canada to make bid to acquire BlackRock VenturesRoyal Dutch Shell plc welcomes Shell Canada Limited's bid to acquire ofBlackRock Ventures Inc:Calgary, Alberta - Shell Canada Limited (TSX:SHC) and BlackRock Ventures Inc.(TSX-BVI) announced today that they have entered into an agreement wherebyShell Canada will make an all-cash offer to acquire all of the issued andoutstanding shares of BlackRock by way of a take-over bid. The cash price willbe $24.00 per share, valuing the transaction at approximately Cdn $2.4 billionon a fully-diluted basis. The offer represents a 27 per cent premium overFriday's closing price of $18.88 per share."This acquisition is consistent with our growth plan, and BlackRock's assetsare an excellent fit with our Peace River in situ assets," said Clive Mather,Shell Canada's President and CEO. "This acquisition will augment our overalloil sands portfolio. It will add 12,000 to 14,000 barrels per day of heavy oilproduction and provide Shell Canada with access to significant additionalresources.""In addition, BlackRock has built a strong and talented team to execute itsvarious projects, so we will work to retain as many BlackRock employees andcontractors as possible," said Mather.John Festival, President, BlackRock Ventures said, "We recognized that thetremendous potential identified on our properties outstripped our financial andoperational ability to develop them in a timely manner. Shell is a logicaloperator of our assets due to the strategic fit with their own operations. Inaddition, Shell has a long history of innovations and technical excellence inCanada and will capitalize on the true potential of our properties. I wouldlike to thank the directors, employees and contractors who all helped buildBlackRock into a multi-billion dollar company from our humble beginnings sevenyears ago. We should all be proud of this accomplishment."The agreement provides that BlackRock will pay Shell Canada a non-completionfee of $65 million in certain circumstances. The agreement includes customarynon-solicitation covenants and BlackRock has reserved the right to respond tosuperior proposals. Shell Canada also has the right to match superior proposalsunder terms of the agreement. The Board of Directors of BlackRock hasunanimously approved the transaction and concluded that the transaction is inthe best interests of the BlackRock shareholders. In addition, the Board ofDirectors has unanimously resolved to recommend that all BlackRock shareholderstender their common shares to Shell Canada's offer.In connection with Shell Canada's offer, certain shareholders, all of thedirectors and officers of BlackRock have entered into lock-up agreements withShell Canada pursuant to which they have agreed to tender all of their commonshares to the offer, subject to certain exceptions, representing in theaggregate 23 million common shares or 21 per cent of the issued and outstandingcommon shares of BlackRock calculated on a fully-diluted basis.Full details of the Shell Canada offer will be included in a take-over bidcircular and related documents which will be filed with securities regulatorsand mailed to BlackRock shareholders.The offer is subject to regulatory approvals and other customary conditionscontained in the formal offer documents, including the tendering of at leasttwo-thirds of BlackRock's outstanding common shares on a fully-diluted basis.Shell Canada will fund its all-cash take-over bid by using cash and short-termdebt facilities.CIBC World Markets Inc. acted as financial advisor to Shell Canada on thistransaction.BlackRock's financial advisor, RBC Capital Markets and GMP Securities L.P.,have each provided an opinion indicating that the consideration under ShellCanada's offer is fair from a financial point of view to the shareholders ofBlackRock.Shell Canada LimitedShell Canada is a large Canadian integrated petroleum company with three majorbusinesses. Exploration & Production explores for, produces and markets naturalgas and natural gas liquids. Oil Sands is responsible for an integrated bitumenmining and upgrading operation in the Athabasca area of Alberta and thecompany's Peace River in situ bitumen business. Oil Products manufactures,distributes and markets refined petroleum products across Canada.BlackRock Ventures Inc.BlackRock Ventures is an oil sands producer with operations located exclusivelyin Canada. The Company's strategy is to build shareholder value by pursuingfull-cycle exploration and development opportunities in heavy oil in westernCanada. Current operations are located in three heavy-oil regions: the PeaceRiver oil sands, the Cold Lake oil sands and the Lloydminster area. Over thenext five years, BlackRock's growth is anticipated to come from continueddevelopment of the Seal area in northern Alberta and construction of the OrionSAGD project at Hilda Lake, Alberta.Legal NoticesThis release does not constitute an offer to purchase or a solicitation of anoffer to sell securities.BlackRock shareholders are advised to review the circular and any otherrelevant documents to be filed with the Canadian securities regulatoryauthorities because they will contain important information. Those materialswill be mailed to BlackRock shareholders at no expense to them. In addition,investors will be able to obtain the documents free of charge through theSystem for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.comor by contacting Shell Canada Secretary at [email protected] orfacsimile 403-691-3914.Cautionary Note for Shell Canada LimitedThis document contains "forward-looking statements" based upon management'sassessment of the Company's future plans and operations. These forward-lookingstatements include references to the Company's plans for growth and expectedproduction levels. Readers are cautioned not to place undue reliance onforward-looking statements. Although the Company believes that the expectationsrepresented by such forward-looking statements are reasonable based on theinformation available to it on the date of this document, there can be noassurance that such expectations will prove to be correct. Forward-lookingstatements involve numerous known and unknown risks and uncertainties thatcould cause actual results to differ materially from those anticipated by theCompany. These risks and uncertainties include, but are not limited to, therisks of the oil and gas industry (including operating conditions and costs),market competition, demand for oil, gas and related products, disruptions insupply, project schedules and execution, labour availability, material andequipment shortages, the uncertainties involving geology of oil and gasdeposits, the uncertainty of reserves estimates, fluctuations in oil and gasprices and foreign currency exchange rates, general economic conditions,commercial negotiations, changes in law or government policy, and otherfactors, many of which are beyond the control of the Company. Theforward-looking statements contained in this document are made as of the dateof this document and the Company does not undertake any obligation to updatepublicly or revise any of the forward-looking statements contained in thisdocument, whether as a result of new information, future events or otherwise,except as required by law. The forward-looking statements contained in thisdocument are expressly qualified by this cautionary note.Cautionary Note for Royal Dutch Shell plcThis document contains forward-looking statements concerning the financialcondition, results of operations and businesses of Royal Dutch Shell plc. Allstatements other than statements of historical fact are, or may be deemed tobe, forward-looking statements. Forward-looking statements are statements offuture expectations that are based on management's current expectations andassumptions and involve known and unknown risks and uncertainties that couldcause actual results, performance or events to differ materially from thoseexpressed or implied in these statements. Forward-looking statements include,among other things, statements concerning the potential exposure of Royal DutchShell to market risks and statements expressing management's expectations,beliefs, estimates, forecasts, projections and assumptions. Theseforward-looking statements are identified by their use of terms and phrasessuch as ``anticipate'', ``believe'', ``could'', ``estimate'', ``expect'',``intend'', ``may'', ``plan'', ``objectives'', ``outlook'', ``probably'',``project'', ``will'', ``seek'', ``target'', ``risks'', ``goals'', ``should''and similar terms and phrases. There are a number of factors that could affectthe future operations of Royal Dutch Shell and could cause those results todiffer materially from those expressed in the forward-looking statementsincluded in this Report, including (without limitation): (a) price fluctuationsin crude oil and natural gas; (b) changes in demand for the Group's products;(c) currency fluctuations; (d) drilling and production results; (e) reserveestimates; (f) loss of market and industry competition; (g) environmental andphysical risks; (h) risks associated with the identification of suitablepotential acquisition properties and targets, and successful negotiation andcompletion of such transactions; (i) the risk of doing business in developingcountries and countries subject to international sanctions; (j) legislative,fiscal and regulatory developments including potential litigation andregulatory effects arising from recategorisation of reserves; (k) economic andfinancial market conditions in various countries and regions; (l) politicalrisks, project delay or advancement, approvals and cost estimates; and (m)changes in trading conditions. All forward-looking statements contained in thisdocument are expressly qualified in their entirety by the cautionary statementscontained or referred to in this section. Readers should not place unduereliance on forward-looking statements. Each forward-looking statement speaksonly as of the date of this document. Neither Royal Dutch Shell nor any of itssubsidiaries undertake any obligation to publicly update or revise anyforward-looking statement as a result of new information, future events orother information. In light of these risks, results could differ materiallyfrom those stated, implied or inferred from the forward-looking statementscontained in this document.Please refer to the Royal Dutch Shell plc's Annual Report on Form 20-F for theyear ended December 31, 2005 for a description of certain important factors,risks and uncertainties that may affect the Company's businesses.For more information, contact:Shell Canada Limited:Investor Inquiries:Ken Lawrence, Manager, Investor Relations+1 403 691-2175Media Inquiries:Janet Rowley, General Manager, Public Affairs+1 403 691-3899BlackRock Ventures Inc.:John Festival, President+1 403 233-2253Don Cook, Chief Financial Officer+1 403 233-2253Royal Dutch Shell plc:Investor Inquiries:UK: Gerard Paulides +44 20 7934 6287Continental Europe: Tjerk Huysinga +31 70 377 3996USA: Harold Hatchett: +1 212 218 3112Media Inquiries:UK and International: +44 20 7934 6238/5963/3453/4323/2713The Netherlands: +31 70 377 8750 Fact Sheet Provided by BlackRock Ventures Inc. (TSX:BVI Web site: blackrock-ven.com) A Calgary-based company, primarily focused on heavy oil production with assetsconcentrated in the Peace River and Cold Lake regions of Alberta.2005 Cash Flow from Operations Cdn $51.4 million2005 Cash Flow per share Cdn $0.552005 Earnings per share Cdn $0.19Shares outstanding 95 million shares (basic); approx. 109 million shares (fullydiluted)*Landholdings 268,000 net acresReserves (proved) 142 million barrels(probable) 67 million barrelsEstimated oil initially in place > 1 billion barrels2006 Capital Investment Plan Cdn $280 millionQ1 2006 production 12,653 bbls/dProduction target for year-end 2006 18,000 - 20,000 bbls/dProduction target for year end 2009 40,000 bbls/dEmployees 22Contractors 55Primary AssetsSeal Property (Peace River region of Alberta) * Cold production with EOR (thermal) potential * Q1 2006 production 10,367 bbls/d * Development potential 20,000 bbls/d Chipmunk Property (Peace River region of Alberta) * 43,000 net acres (55% partner with Talisman Energy) * Nine wells drilled (100% success rate) * Mississippian reef play Orion In situ Project (Cold Lake region of Alberta) * Two-well pilot project with eight years of production * SAGD commercial project under construction * Phase #1 10,000 bbls/d by Q4, 2007. Growth potential to 20,000-30,000 bbls/ d Lloydminster Property * Q1 2006 production >2,000 bbls/day Additional landholdings in other oil sands regions of Alberta.*Includes shares issued through exercise of stock option and conversion ofdebentures.Cautionary Note to US Investors:The United States Securities and Exchange Commission (SEC) permits oil and gascompanies, in their filings with the SEC, to disclose only proved reserves thata company has demonstrated by actual production or conclusive formation teststo be economically and legally producible under existing economic and operatingconditions. We use certain terms in this announcement, such as "Estimated oilinitially in place" and "probable reserves" that the SEC's guidelines strictlyprohibit us from including in filings with the SEC. U.S. Investors are urged toconsider closely the disclosure in our Form 20-F, File No 1-32575 anddisclosure in our Forms 6-K file No 1-32575, available on the SEC's website www.sec.gov. You can also obtain these forms from the SEC by calling1-800-SEC-0330.ENDROYAL DUTCH SHELL PLCRelated Shares:
RDSA.LRDSB.L