Oando To Acquire OER Minority Shares

Oando Energy Resources Inc., a company focused on oil and gas exploration and production in Nigeria, yesterday announced that it had entered into a definitive agreement with Oando Plc and Oando E&P Holdings Limited, a private company incorporated under the laws of the Province of British Columbia as a whollyowned subsidiary of Oando Plc (the purchaser).

Under the agreement, Oando Plc would acquire all of the issued and outstanding common shares of OER, excluding the common shares held by Oando Plc and those held by M1 Petroleum Limited, West African Investment Limited and Southern Star Shipping Company Inc. (collectively, the institutional shareholders) (such common shares, excluding those of Oando Plc and the institutional shareholders being the minority shares), pursuant to a plan of arrangement for cash consideration of $1.20 per share, subject to the receipt of relevant lender consent and regulatory approvals.

Oando Plc holds, either directly or indirectly, 746,107,838 of the common shares, representing approximately 93.7 per cent of the issued and outstanding common shares. In a notice to the Nigerian Stock Exchange (NSE), pursuant to the plan of arrangement, the purchaser will acquire all of the common shares that are held either directly or indirectly by the institutional shareholders and Oando Plc. In consideration for such transfer, they shall receive such number of shares of the purchaser as reflects the number of their contributed common shares for the purposes of completing the transactions contemplated by the plan of arrangement.

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The consideration represents a 177.2 per cent premium to the 20-day volume weighted average price of the common shares on the Toronto Stock Exchange for the period ending December 21, 2015, using the Bank of Canada US$ to CDN$ closing exchange rate of 1.3965 on December 21, 2015.

The transaction provides total consideration to holders of minority shares of approximately $13.7 million and implies an equity value for the Company of approximately $955.3 million. The Board of Directors of OER has unanimously (with Messrs. Tinubu and Boyo abstaining) determined that the plan of arrangement is fair to shareholders (excluding Oando Plc and the institutional shareholders) and it would be in the best interests of the company to enter into the agreement.