RE: Malcy's Blog25 May 2022 09:40
CALGARY, AB, May 25, 2022 /CNW/ - Tenaz Energy Corp. ("Tenaz", "we", "our", "us" or the "Company") (TNZ: TSX) is pleased to announce it has reached an agreement to acquire all of the issued and to be issued share capital of SDX Energy PLC ("SDX") in an all-share transaction (the "Transaction"). In the Transaction, SDX shareholders will receive 0.075 common shares of Tenaz ("Tenaz Shares") for each SDX share ("SDX Share") held, valuing SDX at $34.3mm based on the May 24, 2022 closing price of Tenaz Shares, representing a 28% premium to the May 24, 2022 closing price of SDX Shares. All monetary amounts are in Canadian Dollars.
Completion of the Transaction is subject to a number of conditions and approvals including, but not limited to, the approval of the TSX, and shareholders of both Tenaz and SDX. It is expected that Tenaz will hold a shareholder meeting to approve the Transaction in late June or early July, with SDX expected to hold a shareholder meeting to approve the Transaction in July.
The Transaction
Tenaz is focused on the acquisition and sustainable development of international oil and gas assets capable of returning free cash flow to shareholders. SDX has producing assets in Egypt and Morocco which are well suited to Tenaz's corporate strategy. Both countries are within Tenaz's primary regions of focus, and SDX's assets create a production base with the potential to build an operating presence of significant scale over time. Egypt is a resource rich country that recognises the importance of the oil and gas industry to its economy and energy security, and accordingly, encourages sustainable hydrocarbon development. Morocco has a supportive fiscal environment with local natural gas demand that provides a ready market for domestic production.
As at year-end 2021, SDX held approximately $23.7 million of working capital (including $13.5 million of cash), no debt and $89 million of Canadian tax pools.
With the Transaction, we will have proforma proved and plus (2P) reserves of 17.3 mmboe (as of December 31, 2021) and production in excess of 4,500 boe/d, as outlined below: