UTS Energy Corporation

Fort Hills oil sands project - production & upgrading of bitumen

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Message: UTS Board rejects latest inadequate bid by Total

UTS Board rejects latest inadequate bid by Total

posted on Apr 16, 2009 02:33PM

UTS ENERGY CORPORATION

Attention Business Editors

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/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE

UNITED STATES/

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TSX Trading Symbol: UTS

CALGARY, April 16 /CNW/ - UTS Energy (UTS) today announced that its Board

of Directors unanimously recommends that shareholders reject the revised

unsolicited offer by Total E&P Canada Ltd. (Total) to acquire UTS for $1.75

per common share. The Board believes that this revised offer remains

inadequate. Total has made no attempt to contact UTS since first launching its

unsolicited bid in January. Each of the directors and officers of UTS has

indicated their intention not to accept the revised Total offer.

"We have received strong support from our shareholders since Total

launched its hostile bid in January. Several of our largest shareholders have

publicly stated their ongoing opposition to, and dissatisfaction with, Total's

bid. The revised bid in no way reflects improving industry fundamentals,

remains lower than the sum of UTS' cash and remaining earn-in and attributes

no value to our excellent and expanding suite of oil sands assets," said

Dennis Sharp, Chairman of the Board of Directors. "UTS has some of the highest

quality contingent oil sands resources in Alberta. We believe that gives us a

value today that exceeds Total's bid and that our value will increase."

"We see the proposed merger of Suncor and Petro-Canada as enhancing the

intrinsic value of the Fort Hills Project, which in turn directly benefits UTS

shareholders. Integration of the Fort Hills Project with the existing Suncor

expertise, assets and infrastructure would result in significant capital and

operating cost reductions. This process will of course take time and we are at

the very early stages of considering how this will all play out, but one thing

is clear right now: this is good news for the UTS shareholder," said William

Roach, President and Chief Executive Officer of UTS.

"UTS and its financial advisors are involved in discussions with other

parties with respect to alternative transactions, including restructuring,"

said John Watson, Chairman of the independent Special Committee of the Board

of Directors. "We intend to continue those discussions in the best interests

of our shareholders, despite this revised bid from Total." While discussions

are ongoing and continue to advance, there can be no assurance they will

ultimately lead to a transaction.

In reaching its conclusions, the Board carefully reviewed and considered

the revised offer, with the benefit of advice from its financial and legal

advisors and the report and recommendation of an independent Special Committee

of UTS directors. The Board's assessment of the revised offer and the reasons

for the recommendation that shareholders reject it will be set out in a

director's circular to be issued shortly.

UTS shareholders are advised to review the "Notice of Change to

Directors' Circular," when filed on SEDAR (



www.sedar.com

) and posted at



www.uts.ca

for more details regarding the reasons for the Board's

recommendation.

UTS Energy Corporation is based in Calgary, Alberta. The Company's common

shares (UTS) are traded on the Toronto Stock Exchange.

UTS Energy has retained Georgeson to act as information agent. Any

shareholder questions or requests for assistance may be directed to them at

1-888-605-7631.

FORWARD-LOOKING INFORMATION: Except for statements of historical fact

relating to UTS, this news release contains "forwarding-looking information"

within the meaning of applicable securities law. The forward-looking

statements in this press release relate to, but are not limited to, statements

with respect to the revised Total bid and potential alternative transactions,

future plans for UTS' assets, the future value of UTS, potential capital and

operating cost savings and financing requirements related to the Fort Hills

Project, the potential benefits to UTS and the Fort Hills Project of the

proposed merger of Suncor and Petro-Canada, the potential for UTS to be fully

funded for a period of time, the potential for the Lease 421 Area to become a

fourth oil sands project, the Company's anticipated mine plan, drilling

results, capital expenditures, drilling plans, estimated resources,

prospective oil sands, rate of recovery and production estimates of bitumen

resources are based on the opinions and estimates of management at the date

the statements are made, and are subject to a variety of risks and

uncertainties and other factors that could cause actual events or results to

differ materially from those anticipated in the forward-looking statements.

These risks and uncertainties include uncertainties around the specific scope

and timing of the Fort Hills Project or the Lease 421 Area; lack of regulatory

approvals for certain aspects of such projects, the uncertainty regarding

marketing plans for production from certain areas, the estimation or improved

estimation of project costs; commodity price fluctuations, in the case of the

Fort Hills Project the acceptance within the Fort Hills partnership of the

updates to the Fort Hills Project scope, timing, cost estimates and final

Board of Directors approval of each of the partners, whether the proposed

Suncor and Petro-Canada merger is completed and if so whether UTS will realize

the anticipated benefits of such a merger, the inability of UTS to negotiate

an alternative transaction that provides superior value for shareholders and

those other risks and contingencies described under "Risk Factors" in UTS'

annual information form available on the UTS website



www.uts.ca

or under UTS'

profile at



www.sedar.com

. There are numerous uncertainties inherent in

estimating bitumen, including many factors beyond the Company's control, and

no assurance can be given that the indicated level of bitumen or the recovery

thereof will be realized. In general, estimates of bitumen are based upon a

number of factors and assumptions made as of the date on which the resource

estimates were determined, such as geological and engineering estimates,

certain TV:BIP ratios and pit boundaries, which have inherent uncertainties.

There is no certainty that it will be commercially viable to produce any

contingent resources from any of the Fort Hills Project, the Equinox Project

or the Frontier Project. Forward-looking information is frequently

characterized by words such as "plan", "expect", "project", "intend",

"believe", "anticipate", " potential", "should", "would", "estimate",

"likely", "proposed" and other similar words, or statements that certain

events or conditions "may" or "will" occur. Forward-looking information is

based on the opinions and estimates of management at the date the statements

are made, and are subject to a variety of risks and uncertainties and other

factors that could cause actual events or results to differ materially from

those anticipated in the forward-looking statements. UTS undertakes no

obligation to update forward-looking information if circumstances or

management's estimates or opinions should change except as required by law.

The reader is cautioned not to place undue reliance on forward looking

information

-30-

/For further information: William J. F. Roach, President and Chief

Executive Officer at (403) 538-7030/

UTS Board rejects latest inadequate bid by Total

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