Gran Tierra Energy Inc. has agreed to acquire i3 Energy Plc (AIM:I3E) from Bybrook Capital Hazelton Master Fund LP, Bybrook Capital Master Fund LP, Bybrook Capital Badminton Fund LP, Bybrook Capital Badminton 405 Fund LP, Westonbirt Fund LP and other shareholders on To be taken over on August 19, 2024 for around £220 million. As part of the transaction, which will be completed through a court-approved process, Gran Tierra will offer 10.43 pence in cash per i3 Energy share and one Gran Tierra share for every 207 i3 Energy shares. i3 Energy shareholders will also receive an additional dividend of £25.65 per share. It is expected that upon completion of the Acquisition, the i3 Energy Shares will be delisted from trading on the AIM market of the London Stock Exchange and deregistered from the TSX and, subject to Canadian securities laws, Gran Tierra will apply to have i3 Energy registered in all jurisdictions in Canada , in which it is a reporting issuer, is no longer considered as such. It is intended to carry out the acquisition as part of a court-approved scheme of arrangement. The transaction is subject to the approval of the Scheme by the i3 Energy shareholders, the approval of the Scheme by the Court, the FCA, the satisfaction of the NSTA condition, the minority shareholder protection condition and the Competition Act condition and approval by the TSX. The Scheme is expected to come into force in Q4 2024. The Board of Directors of i3 Energy Plc has made a unanimous and unqualified recommendation to the shareholders of i3 Energy Plc in relation to the Acquisition: (i) to vote in favor of the resolutions of i3 Energy Plc; or (ii) if Gran Tierra Energy Inc. elects to make a tender offer pursuant to the terms of this Agreement, to accept the tender offer. Upon completion of the takeover offer, i3 shareholders will hold up to 16.5% of Gran Tierra. In addition, the i3 shares will be delisted from the AIM market of the London Stock Exchange. The merger creates a more diverse international energy company that operates across the Americas and has approximately 1.4 million acres in Colombia, 138,000 acres in Ecuador and 584,000 acres in Canada. The consideration for the acquisition will be financed from existing cash resources and the loans to be provided under the credit agreement. On August 19, 2024, Gran Tierra as borrower and Trafigura PTE Ltd. closed. as lender, entered into the credit agreement pursuant to which Trafigura will provide a loan of £80 million, provided on a customary “certain funds” basis in accordance with the Takeover Code, to the i3 Energy shareholders in connection with to finance the cash payment to be made in connection with the acquisition and the associated costs. As of August 27, 2024, Gran Tierra and i3 Energy are pleased to announce that antitrust clearance for the acquisition has been granted under the Competition Act (Canada). As of August 29, 2024, i3 Energy and Gran Tierra are pleased to announce that the Scheme Document, together with, among others, the associated Forms of Proxy, Canadian Forms of Proxy, Form of Election and Letter of Transmittal, has been delivered to i3 Energy shareholders today and, for informational purposes only, is sent or made available to persons with information rights and participants in the i3 Energy Share Plans. On August 29, 2024, i3 Energy plc announced that its shareholders’ meeting would take place on October 7, 2024. On September 27, 2024, i3 Energy confirmed on September 24, 2024 that both Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have recommended that i3 shareholders at the upcoming court meeting and Annual General Meeting on October 7, 2024 should vote FOR the proposed takeover. As of October 7, 2024, i3 Energy plc shareholders have approved the transaction. 93.05% voted in favor of the resolution approving the scheme. The date for the court hearing has been tentatively set for October 29, 2024. For i3 Energy shareholders who hold their i3 Energy shares in CREST, the deadline for voting begins no later than October 9, 2024 and runs until the election is returned. On October 29, 2024, the court approved the Scheme of Arrangement. i3 Energy and Gran Tierra are pleased to announce that following today’s Scheme of Arrangement hearing, the Court has granted an injunction approving the Scheme under which the Acquisition is to be effected.
Tony P. Loria and Matthew Halasz of VIII Capital Corp. served as financial advisor to i3 Energy Plc and Gran Tierra Energy Inc. James Joyce, Darshan Patel, Isaac Hooper of Zeus Capital Limited acted as financial advisors to i3 Energy Plc and Gran Tierra Energy Inc. Burness Paull LLP and Norton Rose Fulbright Canada LLP acted as legal counsel to i3 Energy Plc. Tom Mercer, Harry Thimont, Nicolas Laczny, Amelia Howison, Faiza Zakaria, Quentin Robinson, Tim Rennie, Kelsey Reid-Jones, Liz Parkin and John Papadakis of Ashurst LLP and Stikeman Elliott LLP served as legal counsel to Gran Tierra Energy Inc. Gibson, Dunn & Crutcher LLP acted as legal counsel to Gran Tierra Energy Inc. Tarek Brahim and Arun Chandrasekaran of National Bank Financial, Inc. and Brendan Lines of Tudor, Pickering, Holt & Co. Securities Canada, ULC acted as financial advisors to i3 Energy Plc. Callum Stewart and Simon Mensley of Stifel Nicolaus Europe Limited acted as financial advisors to Gran Tierra. Institutional Shareholder Services (ISS) and Glass Lewis & Co have acted as information agents for i3 Energy and both have recommended that shareholders vote FOR the proposed acquisition of i3 Energy by Gran Tierra Energy.
Gran Tierra Energy Inc. announced the acquisition of i3 Energy Plc (AIM:I3E) from Bybrook Capital Hazelton Master Fund LP, Bybrook Capital Master Fund LP, Bybrook Capital Badminton Fund LP, Bybrook Capital Badminton 405 Fund LP, Westonbirt Fund LP and other shareholders completed on October 31, 2024. An application has been made to suspend the admission of i3 Energy shares to trading on the AIM market of the London Stock Exchange (“AIM”) and this suspension came into effect at 7.30am today. The cancellation of the admission to trading of the i3 Energy shares on AIM has been applied for and is expected to take place by November 1, 2024.
