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MESSAGE TO OUR SHAREHOLDERS
The first quarter of 2009 is proving quite eventful. The tremendous value delivered in our exploration program over the last three years again is showing very encouraging results, particularly our drilling in the Lease 421 area. It is an example of how we have been creating value for our shareholders - something that was not at all reflected when we received an unsolicited takeover bid. On January 29, 2009, the French oil company Total announced an unsolicited offer to buy all outstanding shares of UTS, for $1.30 per share in cash, or approximately $616 million.
It is the recommendation of both the UTS Board of Directors and our financial advisors that you take no action and reject the Total bid. As always, our paramount objective and priority is to act in the interests of our shareholders. In this case, the decision to reject the Total bid was straightforward, because the offer price is clearly inadequate. The Special Committee of our Board of Directors is now investigating all strategic options, and we are confident that UTS shareholders will ultimately realize greater value by rejecting this low and opportunistic offer.
Our press release and Director’s Circular of February 9 list the reasons for rejecting Total’s offer. Most fundamentally, the $1.30 bid price places zero value (even a negative value) on UTS’ most important assets – a best estimate of 1.7 billion barrels of contingent bitumen resources * that have already been assessed, plus additional oil sands discoveries in our extensive portfolio.
Indeed, the bid price does not even cover the value of UTS’ current cash and receivables of approximately $325 million (at the time of the Circular) and remaining Fort Hills earn-in value of approximately $750 million. When the amount invested to date in our three announced projects is added, it becomes even clearer that their bid price does not come close to reflecting the underlying value of our company.
Long-time UTS investors have watched as we have taken a solid oil sands land position and added tremendous value to that asset through our drilling, project development and partnership activities. Total is attempting to take advantage of plunging oil prices and a precipitous market decline by initiating a hostile takeover at a price that disregards many of our assets and uses shareholders’ cash to help pay for the transaction.
From the beginning of this process, we have said shareholders can do better. While we create value for UTS shareholders, Total has put an unacceptably low price on the company. Reject the Total bid by taking no action and let us continue to find ways to create additional value.
*Please see pages 4 & 5 of the Directors’ Circular for a detailed explanation of contingent resources
William Roach
President and Chief Executive Officer Calgary, Alberta, Canada March 5, 2009
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