Filed by Canadian Superior Energy Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Canada Southern Petroleum Ltd.
Commission File No.: 333-135127
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For Immediate Release
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June 29, 2006 |
CANADIAN SUPERIOR INDICATES THAT BOTH PETRO-CANADAS AND CANADIAN OIL SANDS
BIDS FOR CANADA SOUTHERN LACK CREDITABILITY. CANADIAN SUPERIOR ALSO FURTHER
ADVISES CANADA SOUTHERNS SHAREHOLDERS OF CANADA SOUTHERNS DIRECTORS
FAILURE TO MEET WITH CANADIAN SUPERIOR TO REVIEW THE UNDERLYING VALUE OF
CANADIAN SUPERIORS OFFER TO TAKEOVER CANADA SOUTHERN
CALGARY, ALBERTA(CCNMatthews June 29, 2006) Canadian Superior Energy Inc. (Canadian
Superior) (TSX:SNG) (AMEX:SNG) of Calgary, Alberta, announced today that it is of the opinion that
both Petro-Canadas (NYSE:PCZ) (TSX:PCA) and Canadian Oil Sands Limiteds (Canadian Oil Sands)
(TSX:COS.UN) bids for Canada Southern Petroleum Ltd. (Canada Southern) (NASDAQ:CSPLF/TSX:CSW)
lack creditability and further advises Canada Southerns shareholders of Canada Southerns failure
to meet with Canadian Superior to review the underlying value of Canadian Superiors offer to
takeover Canada Southern in spite of the fact that on June 26, 2006, the Board of Directors of
Canada Southern publicly stated in their Directors Circular of June 26, 2006 filed with the U.S.
Securities and Exchange Commission (SEC) and on SEDAR that they had carefully reviewed
Canadian Superiors takeover offer for the shares of Canada Southern.
Canadian Superior met with the President of Canada Southern and their legal counsel at Canadian
Superiors offices on Friday, June 2, 2006 after Canadian Superior having invited all the members
of Canada Southern Board of Directors to meet with Canadian Superior. At the meeting, Canadian
Superior indicated that it was going to make a bid for Canada Southern and the President of Canada
Southern indicated that to properly evaluate Canadian Superiors bid, Canada Southern and their
Board would require their in-house technical staff to review Canadian Superiors inventory of
projects and assets to properly place a value on Canadian Superiors offer. Ever since this time,
Canada Southern and its advisors have failed to meet with Canadian Superior to determine the fair
market value of Canadian Superiors offer despite Canadian Superiors continued willingness to meet
with Canada Southern.
Canadian Superior is of the opinion that as a result of Canada Southerns actions, the Directors of
Canada Southern may have breached their fiduciary obligation to Canada Southerns shareholders.
Canadian Superior is of the opinion that the actions of Canada Southern Board of Directors
regarding Canada Southerns improper evaluation of Canadian Superiors offer to acquire Canada
Southern results in actions that are not in the best interests of Canada Southern shareholders.
Canadian Superior stands by the view that its shares are currently undervalued and offer Canada
Southerns shareholders tremendous upside compared to cash offers by Petro-Canada and Canadian Oil
Sands. Canadian Superior encourages Canada Southerns shareholders to review Canadian Superiors
New 2006 Corporate Presentation on its website, www.cansup.com, and the summary contained therein
of Canadian Superiors estimated Net Asset Value per Share of approximately $4.52/share Canadian
dollars (US $4.02/share) based on todays exchange rate, and currently Canadian Superior is bidding
2.75 shares and Cdn. $2.50 cash for any and all Canadian Southern shares tendered into Canadian
Superiors bid. Accordingly, Canadian Superior estimates that the true fair and full value of
Canadian Superiors bid for Canada Southern equates to approximately Cdn. $14.93/share (US $13.28).
Speaking in Calgary today, Canadian Superiors Chairman and CEO, Greg Noval, said, We are very
optimistic that Canada Southerns shareholders will recognize the full and fair value of Canadian
Superiors bid for Canada Southern. We have also received very favourable comments on our bid from
several Canada Southern shareholders. I am personally of the opinion that the sincerity of
Canadian Oil Sands bid for Canada Southern may be summed up, as publicly reported on Tuesday, June
20, 2006, with a quote by Canadian Oil Sands Chief Executive Officer Marcel Coutu who stated
publicly at Canadas largest annual oil
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and gas investment symposium held by the Canadian
Association of Petroleum Producers (CAPP), only one week before the announcement of Canadian Oil
Sands bid for Canada Southern; Mr. Coutu said, We are happy to stay within the Athabasca region
and are bound to stay within the Athabasca region because of
trust indentures. We will not go elsewhere without telling you and without getting votes. We have
no inclination to move in that direction. We would move out of Syncrude and have been looking at
other things but we are focused on Western Canada and the Athabasca region. Several oil analysts
have also questioned Canadian Oil Sands bidding for Canada Southern and their bid appears to be in
contravention of recent public commitments to their own unit holders.
Canadian Superior said today that the creditability of Petro-Canadas revised bid for Canada
Southern earlier today can also be seriously questioned; given that Petro-Canada has stated
publicly on at least three (3) previous occasions that they were not upping their bid for Canada
Southern.
Accordingly, Canadian Superior encourages all Canada Southern shareholders to carefully review
Canadian Superiors bid for any and all outstanding shares of Canada Southern. Canadian Superiors
offer is also not subject to any minimum threshold of shares tendered to its offer, unlike
Petro-Canadas and Canadian Oil Sands requirements that 66 2/3% of Canada Southern shares be
tendered to their respective bids. Canadian Superior welcomes any questions that Canada Southern
shareholders may have regarding Canadian Superiors offer for your shares, and for further
information please contact Canadian Superior in Calgary, Alberta, Canada.
Canadian Superior is a Calgary, Alberta, Canada based oil and gas exploration and production
company with operations in Western Canada, offshore Trinidad and Tobago and offshore Nova Scotia.
See Canadian Superiors website at www.cansup.com to review Canadian Superiors Western Canadian
Operations, Trinidad and Tobago holdings and the Companys offshore Nova Scotia interests.
This news release contains forward-looking information on future production, project start-ups and
future capital spending. Actual results or estimated results could differ materially due to changes
in project schedules, operating performance, demand for oil and gas, commercial negotiations or
other technical and economic factors or revisions.
Statements contained in this news release relating to future results, events and expectations are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Corporation, or industry results, to be
materially different from any future results, performance or achievements expressed or implied by
such statements. Such factors include, among others, those described in the Corporations annual
report on Form 40-F on file with the U.S. Securities and Exchange Commission and the Corporations
Offer to Purchase Canada Southern Petroleum Ltd. and Circular which has been filed as part of a
Schedule TO on file with the U.S. Securities and Exchange Commission.
FOR FURTHER INFORMATION RELATED TO CANADIAN SUPERIOR ENERGY INC. AND/OR THIS NEWS RELEASE, PLEASE
CONTACT:
Canadian Superior Energy Inc.
Suite 3300, 400 3rd Avenue S.W.
Calgary, Alberta
Canada T2P 4H2
Investor Relations
Phone: (403) 294-1411
Fax: (403) 216-2374
www.cansup.com
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