The Board will provide greater context regarding its recommendation to shareholders that they accept the Increased Offer in a Notice of Change to Directors' Circular (the 'Notice of Change') to be filed on SEDAR+ at www.sedarplus.ca. The Notice of Change will also be mailed to all persons required to be sent a copy under applicable securities laws.
The Notice of Change will include a letter to shareholders from the Board, which will summarize the principal factors considered by the Board in reaching its recommendation, set out below.
The Company has been undertaking a sale process for its
Based on a press release from a minority shareholder, the Board believes that not less than 2.4% of the issued and outstanding Common Shares will be tendered to the Increased Offer. However, to the knowledge of the Special Committee after reasonable enquiry, as of
The new consideration of
In its careful review of the reasons for its recommendation, the Special Committee considered a number of risks and uncertainties, including but not limited to the following: As disclosed in the Directors' Circular, the Increased Offer remains highly conditional, effectively providing Tecpetrol with an option to withdraw or proceed with its offer in its sole discretion.
There is no certainty that Tecpetrol can meet the conditions of the Increased Offer that may not be considered to be discretionary. In this regard, even though the Offeror has waived the Minimum Tender Condition (as defined in the initial Tecpetrol take-over bid circular dated
The Offeror has advised that, if the Statutory Minimum Tender Condition is met and the Offeror is obligated to take up Common Shares, but the Offeror is unable to complete a Subsequent Acquisition Transaction (as defined in the Original Formal Offer), it will evaluate its alternatives, which may include purchasing Common Shares in the open market, in privately negotiated transactions, in another take-over bid for the Company or other transaction to acquire additional Common Shares. Any additional purchases will be at the discretion of the Offeror, and could be at a price greater than, equal to or less than the Increased Offer consideration of
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Forward-Looking Statements
This news release contains forward-looking statements and other statements that are not historical facts, including statements concerning the Increased Offer, the Sale Process and the Strategic Review, and statements concerning the intentions of directors and officers of Alpha, and shareholders, to tender Common Shares to the Increased Offer and the possible results thereof. Forward-looking statements are often identified by terms such as 'will', 'may', 'should', 'anticipate', 'expects' and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the results of further discussions, if any, between the Company, Tecpetrol and other third parties, the ability of the Company to successfully complete the Sale Process or the Strategic Review or to do so on a timely basis, global economic conditions and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, include numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
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