LEXPERT MAGAZINE
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MARCH 2017 19
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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Utilities Financials Health Research
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E-Commerce Construction & Engineering
Consumer Staples
3
Financials
2
Pipelines
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
2
Consumer Services
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
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Energy & Power
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
TRANSACTION VITALS
ANNOUNCED: 8/19/2016
CLOSED: 12/6/2016
TECHNIQUE: PLAN OF ARRANGEMENT
ACQUIRER TYPE: DOMESTIC
SOUGHT: 100%
BRENT KRAUS
BENNETT JONES LLP
CALGARY (FOR "OLD" MARQUEE
ENERGY)
DOUGLAS STUVE
BURSTALL WINGER ZAMMIT LLP
CALGARY (FOR ALBERTA
OILSANDS)
JONATHAN FELDMAN
GOODMANS LLP
TORONTO (FOR SMOOTHWA-
TER CAPITAL)
TRISTRAM MALLETT
OSLER, HOSKIN & HARCOURT LLP
CALGARY (FOR SMOOTHWATER
CAPITAL)
On December 6, 2016, Alberta Oilsands Inc. ("AOS") acquired all of
the issued and outstanding common shares of Marquee Energy Ltd.
("Old Marquee") pursuant to a statutory plan of arrangement under
the Alberta Business Corporations Act ("ABCA") involving AOS, Old
Marquee and the holders of common shares of Old Marquee (the "Ar-
rangement") in accordance with the terms and subject to the condi-
tions of an arrangement agreement dated August 19, 2016, as amend-
ed October 11, 2016 (as amended, the "Arrangement Agreement").
Pursuant to the Arrangement, holders of common shares of Old
Marquee received 1.67 common shares of AOS for each common
share of Old Marquee. As a result of the Arrangement, Old Marquee
became a wholly owned subsidiary of AOS and, immediately follow-
ing the completion of the Arrangement, AOS and Old Marquee com-
pleted a vertical short-form amalgamation pursuant to the ABCA
(the "Amalgamation") and continued under the name "Marquee
Energy Ltd." ("New Marquee").
As a result, Old Marquee shareholders and AOS shareholders own
around 49 per cent and 51 per cent, respectively, of the issued and out-
standing common shares of New Marquee (on a non-diluted basis).
Concurrent with the closing of the Arrangement, New Marquee
entered into a credit agreement with two Canadian chartered banks
providing for credit facilities of up to an aggregate of $30 million,
with approximately $18 million of net debt.
As of the close of trading on December 7, 2016, common shares
of Old Marquee were delisted from the TSX Venture Exchange
("TSXV") and ceased trading on the TSXV under the symbol "MQL"
and common shares of AOS ceased trading on the TSXV under the
symbol "AOS." e common shares of New Marquee started trading
on the TSXV under the symbol "MQX" on December 8, 2016.
Prior to closing the Arrangement, Old Marquee and AOS settled a
dispute with Smoothwater Capital Corporation ("Smoothwater"), a
significant shareholder of AOS that was initially opposed to the pro-
posed Arrangement and favoured an alternative transaction pursuant
to which AOS would be liquidated and its remaining cash distributed
to its shareholders.
As AOS was only the issuer of shares in connection with the Ar-
rangement, and neither AOS nor its shareholders were being ar-
ranged, AOS and Marquee believed that the Arrangement as struc-
tured didn't require a vote of AOS shareholders under the ABCA.
Marquee obtained an interim order of the Court of Queen's Bench
of Alberta providing for the calling of a meeting of Old Marquee
Oil & Gas
MARQUEE ENERGY AND ALBERTA OILSANDS
COMPLETE ARRANGEMENT TRANSACTION
