Title: Delek Group Ltd.'s Offer to acquire Ithaca Energy Inc. common shares extended for mandatory extension period to May 3, 2017
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| Delek Group Ltd.
April 21, 2017 07:00 ET
Delek Group Ltd.'s Offer to acquire Ithaca Energy Inc. common shares extended for mandatory extension period to May 3, 2017
TEL AVIV, ISRAEL--(Marketwired - April 21, 2017) - Delek Group Ltd. ("Delek"), and its wholly-owned subsidiary, DKL Investments Limited (the "Offeror"), today announced that the offer to acquire all of the issued and to be issued common shares ("Common Shares") of Ithaca Energy Inc. ("Ithaca") not currently owned by the Offeror or any of its affiliates for C$1.95 per Common Share (the "Offer") has been accepted by holders of Common Shares representing approximately 70.25% of the total number of Common Shares outstanding, excluding those beneficially owned, or over which control or direction is exercised, by the Offeror and its affiliates and associates and any person acting jointly or in concert with the Offeror. As such, the minimum tender requirement under applicable Canadian securities laws has been satisfied and all other conditions to the Offer have been satisfied.
Computershare Trust Company of Canada (the "Depositary") has reported that as at 5:00 p.m. (Toronto time) on April 20, 2017 the expiry of the initial deposit period of the Offer, a total of 241,293,465 Common Shares were validly deposited under the Offer and not withdrawn. The Offeror has taken up and accepted for payment all such Common Shares. Payment of C$470,522,256.75, in the aggregate, for such Common Shares is expected to be made to the Depositary as soon as possible and in any event not later than April 25, 2017. If Common Shares were tendered through brokers or financial intermediaries, holders of such Common Shares will receive payment for their shares through their broker or financial intermediary.
The Offer is being extended for the mandatory extension period until 5:00 p.m. (Toronto time) on May 3, 2017, unless further extended, to allow Ithaca shareholders who have not yet tendered their Common Shares to the Offer an opportunity to do so.
The Offeror will file and mail to Ithaca shareholders a corresponding notice of extension regarding the extension of the expiry time of the Offer to 5:00 p.m. (Toronto time) on May 3, 2017, unless the Offer is further extended. Shareholders who have previously validly deposited their Common Shares do not need to take any further action to accept the Offer. The Offeror will take up and pay for Common Shares validly deposited to the Offer during the mandatory extension period within 10 calendar days after any such deposit.
Immediately prior to this take up and payment, the Offeror owned 81,865,425 Common Shares, representing, on a non-diluted basis, approximately 19.7% of the issued and outstanding Common Shares. Following the take up and payment, the Offeror now owns and controls 323,158,890 Common Shares representing, on a non-diluted basis, approximately 75.98% of the issued and outstanding Common Shares. As described in the Offer and Circular (as amended), the Offeror is under no obligation to carry out a compulsory acquisition or subsequent acquisition transaction to acquire any Common Shares that are not validly deposited under the Offer prior to 5:00 p.m. (Toronto time) on May 3, 2017 and Shareholders who have not deposited or do not deposit their Common Shares pursuant to the Offer prior to such time will continue to hold their Common Shares. As a result of the Offer, the Offeror and its affiliates currently hold more than 66 2/3% of the issued and outstanding Common Shares which will limit the ability of Shareholders, subject to the provisions of applicable Canadian securities laws, to control the actions of Ithaca.
This announcement is for information purposes only. The Offer is being made exclusively by means of, and subject to the terms and conditions set out in the notice of extension and the offer documents previously filed under Ithaca's profile on the SEDAR website at www.sedar.com (collectively, the "Offer Materials"). The Offer Materials, as they may be amended from time to time, contain important information, including the terms and conditions of the Offer, that should be read carefully before any decision is made with respect to the Offer.
Any questions relating to depositing common shares can be directed to:
Computershare Trust Company of Canada
Within North America: 1-800-564-6253
Outside North America: 1-514-982-7555
Computershare Investor Services PLC (for holders of depository interests on the AIM market)
Within United Kingdom: +44-370-703-6347
Laurel Hill Advisory Group
Within North America: 1-877-452-7184
Outside North America: 1-416-304-0211
RD:IR (for holders of depository interests)
Caution Concerning Forward-Looking Statements
Certain statements made in this news release are forward-looking statements, including, but not limited to, statements relating to the timing of payment for Common Shares deposited to the Offer. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, the Offeror and Delek cannot guarantee that any forward-looking statement will materialize and caution readers against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe the Offeror's expectations as of April 21, 2017 and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, neither the Offeror nor Delek undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. For additional information on assumptions and risks underlying certain of the forward-looking statements made in this news release, please consult the notice of extension which is available for review on Ithaca's website at www.ithacaenergy.com and on Ithaca's profile on the SEDAR website at www.sedar.com.
For further information please see Ithaca's profile on the SEDAR website at www.sedar.com or contact Delek Group Ltd.