Junex Inc. is reviewing an unsolicited offer from Lansdowne Partners Austria GmbH affiliate Utica Resources Co. to acquire all of Junex's outstanding common shares to determine if it is superior to a June 8 arrangement agreement with Cuda Energy Inc., according to a July 3 news release.
Under the Utica offer, Junex shareholders, for each share, would have the option to receive either 42 cents in cash or 40 cents in cash plus a contingent value right, or CVR, entitling the holder to receive a pro rata share, paid yearly in cash, of a royalty of 1.0% 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.
Cuda Energy was notified of the review by the Junex board of directors, its financial advisers and legal counsel.
Until the board of directors makes its determination regarding the Utica offer, Junex will continue to move forward with the Cuda agreement, holding a special meeting of its shareholders for a vote.
If the Board determines that the Utica offer is a superior and decides to accept, approve, recommend or enter into an agreement with Utica, Junex will immediately notify Cuda and Cuda will have seven business days to offer an amendment of the terms of its agreement. If an amended agreement from Cuda is determined to be superior to the Utica offer, Junex will enter and implement the amended agreement. If, within the response period, Cuda does not offer to amend its arranged agreement, or if the Utica offer remains the superior proposal, Junex may accept the Utica Offer, terminate the agreement with Cuda and pay Cuda the agreed termination fee of $2 million.