CALGARY, ALBERTA–(Marketwired – July 18, 2017) – Ceiba Energy Services Inc. (“Ceiba”) (TSX VENTURE:CEB) is pleased to announce that it has obtained approval from its securityholders at the special meeting of securityholders (the ” Meeting”) held today for the acquisition by Secure Energy Services Inc. (“SECURE”) of all of the issued and outstanding common shares and debentures in the capital of Ceiba by way of plan of arrangement (the “Arrangement”), as previously announced by Ceiba on May 15, 2017 and June 7, 2017.
The Arrangement was approved by: (i) 99.87% of the votes cast by Ceiba shareholders and Ceiba warrrantholders (voting together as a single class) present in person or represented by proxy at the Meeting, and (ii) 92.75% of the number of Ceiba debentureholders holding in aggregate 75.85% of the principal amount of outstanding Ceiba debentures.
Following the requisite securityholder approvals having been obtained at the Meeting, Ceiba obtained a final order of the Alberta Court of Queen’s Bench approving the Arrangement. Ceiba anticipates that the Arrangement will close on or about August 1, 2017, subject to the satisfaction or waiver of all other conditions to the Arrangement.
In connection with the anticipated closing date of the Arrangement, Ceiba and SECURE have entered into a letter agreement (the “Letter Agreement”) whereby SECURE has agreed to amend certain closing conditions set out in Sections 5.2(a) and 5.2(h) of the amended and restated arrangement agreement dated June 5, 2017 (the “Arrangement Agreement”) such that: (i) the representations and warranties of Ceiba in Section 4.2 of the Arrangement Agreement shall be true and correct as of July 18, 2017 rather than as of the Effective Date (as such term is defined in the Arrangement Agreement); and (ii) no material adverse change shall have occurred with respect to Ceiba between May 14, 2017 and 11:59 p.m. on July 18, 2017, rather than between May 14, 2017 and the Effective Time (as such term is defined in the Arrangement Agreement). The effect of the amendments made by the Letter Agreement is that an inaccuracy in a representation or warranty or a material adverse change in respect of Ceiba which arises after July 18, 2017 will not constitute a breach of a closing condition.
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