CEIBA ENERGY SERVICES INC. ("CEB")
BULLETIN TYPE: Delist-Offer to Purchase
BULLETIN DATE: August 8, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation pursuant to a arrangement agreement (the "Arrangement Agreement") dated June 5, 2017, between Secure Energy Services Inc. (the "Purchaser" or "Secure"), and Ceiba Energy Services Inc. (the "Company" or "Ceiba") and a court approved statutory plan of arrangement (the "Arrangement").
Pursuant to the terms of the Arrangement Agreement (the "Agreement"), the Purchaser acquired all of the issued and outstanding common shares of the Company, for consideration equal to either: (i) $0.205 for each Ceiba share, to be paid in cash (the "Cash Consideration"); or (ii) the issuance of 0.02115 of a Secure common share ("Secure Share") for each Ceiba share ("Ceiba Share") (the "Share Consideration"). Based on the elections of Ceiba shareholders, Secure paid an aggregate consideration of $26 million, subject to working capital and post-closing adjustments, comprising of $24.3 million in cash and the issuance of 189,965 common shares of Secure.
Secure also acquired all $2,402,000 principal amount of 9 percent unsecured convertible debentures of Ceiba at a price of $1,215 for each $1,000 principal amount of Ceiba debenture outstanding. In addition Secure assumed approximately $8.2 million of indebtedness of Ceiba and paid for certain additional expenses of Ceiba in connection with the Arrangement.
Effective at the close of business on Wednesday August 9, 2017, the common shares of the Company will be delisted from the TSX Venture Exchange.
For further information please refer to the Company's information circular dated June 9, 2017 and the Company's news releases dated May 15, 2017, June 7, 2017, July 18 and August 1, 2017.
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