Saturn Oil & Gas Inc. entered into an arrangement agreement to acquire Ridgeback Resources Inc. for approximately CAD 520 million.
Transaction is subject to receipt of all regulatory approval including the approval of the TSX Venture Exchange (the âTSXVâ), approval of the Commissioner of Competition pursuant to the Competition Act (Canada), the listing approval of the TSXV, approval of the Supreme Court of British Columbia and shareholder approvals. Concurrent with the execution of the Agreement, shareholders of Ridgeback representing over 80% of the outstanding common and performance shares of Ridgeback executed voting support agreements agreeing to vote in favor of the arrangement resolution either in writing or at a meeting of shareholders of Ridgeback (if required), subject to the terms of the voting agreements. The Ridgeback Acquisition is expected to close in Q1 2023.
Echelon Capital Markets and Canaccord Genuity Corp. are acting as financial advisors to Saturn. CIBC Capital Markets and TD Securities Inc. are acting as financial advisors to Ridgeback. Grant MacKenzie of Dentons Canada LLP is acting as legal counsel to Saturn with respect to the Ridgeback Acquisition, the Offering, and the amended Term Loan. Chad Schneider of Blakes, Cassels and Graydon LLP is acting as legal counsel to Ridgeback. DLA Piper (Canada) LLP is acting as legal advisor to the Underwriters.