09:45 AM EST - Stonefire Energy Corp. : announced that it has entered into a definitive agreement with Angle Energy Inc. by which Angle will offer to acquire all of the issued and outstanding shares, on a fully diluted basis, of Stonefire by way of a takeover bid. Under the Offer, Class A shareholders will receive $2.00 per share in cash and Class B shareholders will receive $10.00 per share in cash which values the proposed transaction at about $75 million including the assumption of approximately $25.3 million in net debt and transaction costs. The offer represents a 25.6% and a 43.7% premium to the previous 10-day weighted average trading price of Stonefire Class A shares and Class B shares on the TSX Venture Exchange respectively. The Offer will be subject to certain customary conditions, including acceptance of the Offer by holders of at least 66 2/3% of the outstanding shares of Stonefire calculated on a fully diluted basis, and receipt of all required regulatory approvals. Stonefire has agreed to pay Angle a non-completion fee in the amount of $2.25 million in certain circumstances if the proposed transaction is not completed. The Agreement includes customary non-solicitation covenants and right to match provisions. Stonefire Energy Corp.
shares V.SFE.A are trading up $0.16 at $1.96.
