Category: Oil & Gas

First Calgary Petroleums Ltd. announces sale to Eni S.p.A.

First Calgary Petroleums Ltd. (TSX: FCP, AIM: FPL) (FCP or the Company) announces that Eni S.p.A. (Eni) has agreed to acquire all the common shares and convertible bonds of FCP. Under the terms of the definitive agreement, shareholders will receive C$3.60 per share in cash and bondholders will receive 108% of par (plus accrued interest). The transaction values FCP's fully diluted share capital at approximately C$923 million which represents a 52.5% premium to the closing price of C$2.36 on the Toronto Stock Exchange (TSX) on 2 September 2008 (being the last trading day before FCP announced that it had received proposals) and a 59.2% premium to the 30 day weighted average trading price of C$2.26 per share prior to 2 September 2008.

The Board of Directors of FCP has unanimously determined that the proposed transaction is in the best interests of FCP, and has unanimously recommended that FCP securityholders vote in favour of the transaction.

 

JPMorgan Cazenove, financial advisor to FCP, has advised the Board of Directors of FCP that it is of the opinion, as of the date hereof, that the consideration to be received by securityholders under the transaction is fair from a financial point of view.

Shane O'Leary, President and CEO of FCP said:

"We are very pleased to support this transaction which we believe delivers the highest value for FCP shareholders compared with other strategic options."

"We will work with Eni to ensure a smooth transition and avoid disruptions to the project. We believe the resources and expertise that Eni can bring to this project should accelerate the development."

Directors, officers and certain shareholders of FCP including Waterford Finance & Investment Limited (representing in aggregate approximately 18.3% of the outstanding shares and options of FCP) have agreed to support and vote in favour of this transaction.

The definitive agreement prohibits FCP from soliciting or initiating any discussions concerning any other business combination but allows the Board of Directors of FCP to accept and recommend a Superior Proposal (as defined in the definitive agreement, subject to any such competing proposal not having been matched by Eni under the terms of the agreement) if it is required to do so to avoid breaching its fiduciary duties and upon payment of a break fee of C$28.2 million.

The transaction is expected to be completed by way of a statutory plan of arrangement. In addition to the receipt of all required Canadian, Algerian and other governmental approvals, the completion of the transaction will require the approval of 66 2/3% of the votes cast at a meeting of FCP shareholders and approval of 75% of the votes cast by bondholders at a meeting of FCP bondholders. The transaction is expected to complete at the end of the fourth quarter 2008.

About FCP

First Calgary Petroleums Ltd. is an oil and gas company actively engaged in international exploration and developments activities in Algeria. The Company's common shares trade on the Toronto Stock Exchange in Canada (FCP) and on the AIM market on the London Stock Exchange in the United Kingdom (FPL). Further information is available on the FCP website: www.fcpl.ca

About Eni

Eni S.p.A. is an integrated energy company operating in the oil and gas, electricity generation and sale, petrochemicals, oilfield services construction and engineering industries. In these businesses it has a strong edge and leading international market position. Eni is active in around 70 countries with a staff of about 76,000 employees. Further information is available on the Eni website: www.eni.it

Forward-Looking Information and Statements

This news release includes statements about expected future events that are forward looking in nature and subject to risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that circumstances, events or outcomes anticipated or implied by forward-looking statements will not occur. These risks and uncertainties include, among other things: risks associated with the ability to obtain any necessary government and third party approvals, waivers, consents, court orders and other requirements necessary or desirable to permit or facilitate any of the proposed transaction (including, regulatory and securityholder approvals); the risk that any applicable conditions of any of the proposed transaction may not be satisfied; the risk that a material adverse change will occur to the business, financial conditions and operations of the Company prior to completion, that the definitive agreement will be terminated for a material breach of the terms and conditions thereof; volatility of and assumptions regarding oil and gas prices; assumptions contained in or relevant to the company's current corporate guidance; fluctuations in currency and interest rates; product supply and demand; market competition; risks inherent in marketing operations (including credit risks); imprecision of reserves estimates and estimates of recoverable quantities of natural gas and liquids from the Company's properties; the ability to access external sources of debt and equity capital; the timing and the costs of well and pipeline construction; the ability to secure adequate product transportation; changes in royalty, tax, environmental and other laws or regulations or the interpretations of such laws or regulations; applicable political and economic conditions; the risk of war, hostilities, civil insurrection, political instability and terrorist threats; risks associated with existing and potential future lawsuits and regulatory actions; and other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by the Company. Although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the foregoing list of important factors is not exhaustive.

SOURCE: First Calgary Petroleums Ltd.

Shane O'Leary, President and Chief Executive Officer, Tel: (403) 264-6697; Other
Contacts: James Henderson, Alisdair Haythornthwaite, Pelham Public Relations, Tel:
+44 (0)20 7743 6673; Barry Weir, Christopher Dickinson, JPMorgan Cazenove, Tel: +44
(0)20 7588 2828; Nominated Advisers: David Nabarro, Marc Cramsie, Ambrian Partners
Limited, Tel: +44 (0)20 7634 4700