Business
Shell Canada Limited Announces Recommended Offer for Minority Shares of Shell Canada Limited
Shell Canada Limited Announces Recommended Offer for Minority Shares of Shell Canada Limited.
About this update from Mapath Capital Corp
[{"type":"text","content":"\n\n\n\nCALGARY, Jan. 23 /CNW/ - Shell Canada Limited ('Shell Canada') announced\ntoday that Royal Dutch Shell plc (the 'Group') has reached agreement with and\nobtained the recommendation of the Board of Directors of Shell Canada on a\nrevised offer (the 'Offer') to acquire all of the outstanding common shares of\nShell Canada (TSX: SHC) not owned by the Group at a cash price of $45.00 per\nshare.\n\n\nThis offer would value Shell Canada's fully diluted minority share\ncapital at approximately $8.7 billion. The Group owns 78% of the common shares\nof Shell Canada.\n\n\nA wholly-owned subsidiary of the Group, Shell Investments Limited, and\nShell Canada have entered into a support agreement which provides, among other\nthings, that Shell Investments Limited will, subject to certain conditions,\nmake the Offer pursuant to a take-over bid circular to be mailed to\nshareholders of Shell Canada early next month. The Offer will be open for\nacceptance for a period of not less than 35 days and will be conditional on\nmore than 50% of the outstanding common shares of Shell Canada (calculated on\na fully diluted basis) not owned by the Group being validly deposited to the\nOffer and not withdrawn. The Offer will be subject to certain other customary\nconditions, including the absence of any material adverse change, the\nobtaining of any relevant regulatory approvals and the absence of any adverse\nlitigation, proceeding or legal prohibition in respect of the Offer.\n\n\nThe Board of Directors of Shell Canada has received the recommendation of\na special committee of directors formed to consider the Offer that the Board\nrecommend that shareholders of Shell Canada (other than the Group and its\naffiliates) accept the Offer and the Board of Directors has resolved to\nrecommend that such shareholders accept the Offer. The Special Committee and\nthe Board of Directors have received the verbal opinion of CIBC World Markets\nthat the consideration to be provided under the Offer is fair from a financial\npoint of view to such shareholders. The Support Agreement provides, subject to\nits terms, that the Board of Directors of Shell Canada will issue a directors'\ncircular, to be provided with the take-over bid circular, which will contain\nits recommendation to shareholders together with the fairness opinion and the\nformal valuation prepared by...