06:39:20 EDT Fri 26 Apr 2024
Enter Symbol
or Name
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CA



Junex Inc
Symbol JNX
Shares Issued 88,602,703
Close 2018-06-29 C$ 0.41
Market Cap C$ 36,327,108
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Junex receives unsolicited offer to be bought by Utica

2018-07-03 10:39 ET - News Release

Mr. Jean-Yves Lavoie reports

JUNEX INC. RECEIVES UNSOLICITED OFFER

Junex Inc. has received an unsolicited offer from Utica Resources Inc., an affiliate of Lansdowne Partners Austria GmbH, to acquire all of the outstanding common shares of Junex. Under the Utica offer, each shareholder of Junex would have the option to receive, for each Junex share, either (a) 42 cents in cash or (b) 40 cents in cash plus a contingent value right entitling the holder to receive a pro rata share, paid yearly in cash, of a royalty of 1.0 per cent of revenue attributable to Junex's current working interest share of the gross monthly production of all petroleum substances, after certain deductions, from Junex's Galt project; the CVR would be redeemable by Utica at any time for an additional cash payment of 10 cents per Junex share.

The board of directors of Junex is, together with its financial advisers and legal counsel, reviewing the Utica offer in order to determine whether it constitutes a superior proposal as defined in the arrangement agreement dated June 8, 2018, between Junex and Cuda Energy Inc., and has provided notice of such review to Cuda.

Until such time as the board makes its determination, Junex will continue with the process set forth in the arrangement agreement, including holding a special meeting of Junex's shareholders for the purpose of considering and voting on the arrangement agreement.

In accordance with the arrangement agreement, if the board determines that the Utica offer is a superior proposal and makes a determination to accept, approve, recommend or enter into an agreement in respect of the Utica offer, Junex will immediately notify Cuda, following which Cuda shall have a period of seven business days during which it can offer to amend the terms of the arrangement agreement. Cuda is under no obligation to make such an offer but, if Cuda offers to amend the arrangement agreement such that the board determines that the Utica offer would cease to be a superior proposal, Junex will enter into an amendment to the arrangement agreement and implement the amended agreement. If within the response period, Cuda does not offer to amend the arrangement agreement, or if the Utica offer continues to be a superior proposal following a proposed amendment to the arrangement agreement, Junex may accept the Utica offer, terminate the arrangement agreement and pay to Cuda the agreed termination fee of $2-million, all in accordance with the terms of the arrangement agreement.

Junex cautions that there can be no assurance that the Utica offer will lead to the termination of the arrangement agreement and the execution of an arrangement agreement with Utica, or that the proposed transaction will be approved by Junex's shareholders or consummated.

About Junex Inc.

Junex is a Quebec SME (small- and medium-sized enterprise) that seeks to be a catalyst in accessing Quebec's oil and gas resources, while ensuring that its development becomes an important means of creating collective wealth for Quebeckers. Junex's operations are conducted in a responsible manner and in the strictest compliance with the rules, laws and regulations that govern oil and gas activities. To that end, every day, it takes all measures to minimize the environmental impact of its activities.

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