CALGARY, ALBERTA–(Marketwired – June 7, 2017) – Ceiba Energy Services Inc. (“Ceiba”) (TSX VENTURE:CEB) announces that Ceiba and SECURE Energy Services Inc. (“SECURE”) have entered into an amended and restated arrangement agreement (the “Amended and Restated Arrangement Agreement”) to amend certain terms of the previously announced arrangement agreement, pursuant to which SECURE has agreed to acquire all of the issued and outstanding common shares of Ceiba (the “Ceiba Shares”), which will be effected by way of a plan of arrangement (the “Transaction”).
Under the terms of the Amended and Restated Arrangement Agreement, holders of the unsecured, convertible debentures of Ceiba (the “Debentures”) will receive $1,215 for each $1,000 principal amount of Debentures. As previously disclosed, SECURE will pay approximately $26 million for all of the issued and outstanding Ceiba Shares. Ceiba shareholders will receive $0.205 for each share, to be paid in cash or by the issuance of 0.02115 of a SECURE common share, at their election, provided that a maximum of approximately 1.3 million SECURE common shares will be issued (representing approximately 50% of the consideration to be paid to Ceiba shareholders).
The Transaction will require approval by at least 66 2/3 percent of holders of the Ceiba Shares and Ceiba warrants, voting together as a single class, at a special meeting to be called to consider the Transaction (the “Special Meeting”). The holders of Debentures will also vote on the Transaction as a separate class at the Special Meeting, and the participation of the holders of Debentures in the Transaction will require the approval of the majority in number of the holders of Debentures, representing at least 66 2/3 percent of the aggregate outstanding principal amount of Debentures. However, the approval of the holders of Debentures is not a condition to the successful completion of the Transaction.
The Transaction is expected to be completed in the third quarter of 2017 and is subject to TSX, TSX Venture Exchange and Alberta Court of Queen’s Bench approval, regulatory approvals and the satisfaction of other customary closing conditions.
ABOUT CEIBA ENERGY SERVICES INC.
Ceiba provides specialized services to the energy sector, specifically to companies involved in the exploration, extraction and production of oil and natural gas in Western Canada. Ceiba develops and constructs facilities in proximity to its customers to provide treatment of crude oil emulsion, terminalling, storage and marketing of oil and disposal of production water.
Certain statements contained in this new release constitute “forward-looking statements” and/or “forward-looking information” within the meaning of applicable securities laws (collectively referred to as forward-looking statements). When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, and similar expressions, as they relate to Ceiba or its management, are intended to identify forward-looking statements. Such statements reflect the current views of Ceiba with respect to future events and operating performance and speak only as of the date of this document.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to in Ceiba’s latest Management’s Discussion and Analysis. Although forward-looking statements contained in this document are based upon what Ceiba believes are reasonable assumptions, the company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this document are expressly qualified by this cautionary statement. Unless otherwise required by law, Ceiba does not intend, or assume any obligation, to update these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Interim Chief Executive Officer