Tenaz Energy terminates acquisition of SDX Energy

Company

Tenaz Energy Corp.

Law Firm / Organization
Torys LLP
Lawyer(s)

Peter Danner

Company

SDX Energy Inc.

Law Firm / Organization
Blake, Cassels & Graydon LLP

On July 29, 2022, Tenaz Energy Corp. announced that its proposed acquisition of SDX Energy Plc has not been approved by SDX shareholders. At the SDX shareholder meeting, only 20.2% voted in favor of the Scheme of Arrangement to combine Tenaz and SDX, with 21.6% against it, not meeting the required 75% approval. On the other hand, nearly all (99.995%) of the Tenaz shareholders who voted were in favor of the Share Issuance Resolution related to the combination. Following the vote, Tenaz canceled its Special Meeting of Shareholders and the Share Issuance Resolution will not be enacted, meaning there will be no share issuance for the combination. Tenaz also decided against pursuing a Takeover Offer for SDX, determining it not in the best interests of its shareholders. The company assessed that a simple majority in SDX would not meet its strategic objectives, citing the likelihood of SDX continuing as a separate entity with associated costs, the additional transaction costs, and the incomplete acquisition would not align with Tenaz's business model. With the acquisition terminated, Tenaz will release approximately $40 million held in escrow for the transaction, including $16 million from a credit facility with ATB Financial. The company plans to proceed with a Normal Course Issuer Bid program, pending Toronto Stock Exchange approval, and will discuss this along with its second quarter results on August 8, 2022. Meanwhile, Tenaz continues to explore value-adding acquisition opportunities and develop its Leduc-Woodbend oil asset.

Merger & Acquisition
Energy
$ 34,300,000
Closed
29 July 2022