C.A. Bancorp Ltd. (“CAB”) and Strategic Energy Fund (“SEF”) today announced their reaction to the announcement by Tiverton Petroleum Ltd. (“Tiverton”) on December 23, 2005 that it had entered into an agreement for Arsenal Energy Inc. to acquire Tiverton in exchange for shares of Arsenal.
On November 8, 2005, CAB and SEF requisitioned a Meeting of Shareholders of Tiverton for the purpose of removing the current Tiverton board of directors and electing a new board. They took this action due to the inadequate performance of Tiverton. In response to the requisition, Tiverton announced, on December 5, 2005, that it was calling a Shareholders Meeting scheduled for February 8, 2006. However, in the December 23, 2005 announcement of the Arsenal transaction Tiverton also announced a delay of the planned shareholders meeting until February 23, 2006.
CAB and SEF, who together own approximately 15% of the outstanding common shares of Tiverton, announced that they are concerned, among other things, that the merger appears to be injurious to the interests of Tiverton’s shareholders, about the timing of the merger announcement, its effect in delaying the requisitioned meeting, the size of the non-completion fee payable to Arsenal, and the motives behind Tiverton agreeing to merge with Arsenal at this time. CAB and SEF indicated that they have retained a financial advisor to assist them in analysing the transaction and that they are reviewing their legal and other options with their advisors.
CAB specializes in merchant banking transactions in the Canadian mid-market sector, including private equity investments, buyouts, going private transactions and other investment opportunities.
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