Crescent Point Energy (CPG) to Acquire CanEra Energy for $1.1B Apr 23, 2014 03:23PM

Crescent Point Energy (NYSE: CPG) is pleased to announce that it has entered into an arrangement agreement (the "CanEra Arrangement") to acquire all of the issued and outstanding shares of CanEra Energy Corp. ("CanEra"), a privately held southeast Saskatchewan oil and gas producer with a large Torquay land position and production of approximately 10,000 boe/d (the "CanEra Assets"). Total consideration for CanEra is approximately $1.1 billion, including approximately

12.9 million Crescent Point shares, $192 million of cash consideration and the assumption of approximately $348 million of net debt.

The CanEra Assets include more than 260 net sections of land with Torquay potential, of which more than 200 net sections are exploratory land and 60 net sections are in Crescent Point's core Flat Lake area. In total, Crescent Point now has exposure to more than 880 net sections of land with Torquay potential, of which more than 280 net sections are in the core Flat Lake area.

The CanEra Assets also include high-quality, long-life southeast Saskatchewan conventional production of approximately 10,000 boe/d with low decline rates, high netbacks and significant free cash flow. The successful completion of the CanEra Arrangement is also expected to drive a seven percent reduction in Crescent Point's total payout ratio in 2015, due to the strong cash flow-generating capability of the acquired assets and low associated maintenance capital requirements.

"There are two major aspects of this deal that fit really well with our business plan for stable, long-term growth," said Scott Saxberg, president and CEO of Crescent Point. "The assets consolidate and complement our conventional assets and will generate significant free cash flow, and the 260 net sections of Torquay land we gain provide further exposure and upside potential in a play that we're very excited about."

Assuming the successful completion of the CanEra Arrangement on or about May 15, 2014, Crescent Point is upwardly revising its 2014 guidance for production and funds flow from operations. The Company's 2014 exit production rate is expected to increase by seven percent to 145,000 from 135,000 boe/d and its average daily production in 2014 is expected to increase by five percent to

133,000 boe/d from 126,500 boe/d. The Company's funds flow from operations for 2014 are expected to increase by six percent to $2.38 billion from $2.25 billion. Capital expenditures for the year are expected to increase by 1.4 percent, or $25 million, which is expected to maintain CanEra's current production levels for the year.

STRATEGIC RATIONALE

The successful completion of the CanEra Arrangement is expected to increase Crescent Point's Torquay exposure in its core Flat Lake area by 27 percent to more than 280 net sections. The CanEra Assets to be acquired include 60 net sections of land in the core of the Company's Flat Lake area in southeast Saskatchewan. The Company has identified more than 80 net Torquay drilling locations on these lands. As Crescent Point announced on April 14, 2014, the Company has delineated a significant Torquay discovery in Flat Lake and is pleased with results to date. Combined with the CanEra Assets, Crescent Point has identified more than 480 low-risk Torquay drilling locations on these combined lands.

The CanEra Arrangement also builds on the Company's significant Torquay exploratory land position, adding more than 200 net sections to its existing

400 net sections for a combined total of more than 600 net sections of exploratory land. Including the more than 280 net sections of core Flat Lake land, Crescent Point now has exposure to more than 880 net sections of land with Torquay potential.

"This acquisition adds to our low-risk drilling inventory in the Flat Lake area and provides increased exposure on the greater exploration trend,"

said Saxberg. "We have a successful track record of finding and developing new resource plays that have enhanced our growth and we are excited about the potential we see in the Torquay."

Based on an estimated annual decline rate of approximately 16 percent, Crescent Point expects annual maintenance capital of approximately $40 million in order to maintain production from the CanEra asset base in the 10,000 boe/d range for 2015. Anticipated free cash flow of approximately $180 million from the CanEra Assets would result in an estimated seven percent reduction in Crescent Point's total payout ratio, assuming a WTI oil price of US$100.

"The low decline rate of CanEra's assets should work in tandem with our successful waterflooding programs in the Bakken and Shaunavon to continue lowering our corporate decline rate and to enhance the dual-track growth plan we've implemented," said Saxberg.

The CanEra Arrangement further consolidates Crescent Point's Viewfield Bakken light oil resource play and is expected to facilitate the Company's waterflood plans in the area. CanEra is the largest remaining working-interest partner in the Viewfield Bakken waterflood project.

CANERA ARRANGEMENT

Under the terms of the CanEra Arrangement, Crescent Point has agreed to acquire all of the issued and outstanding shares of CanEra for an aggregate of 12.9 million Crescent Point shares and cash consideration of $192 million. In addition, Crescent Point expects to assume approximately $348 million of CanEra net debt, including deal costs. The Company's aggregate consideration for CanEra is approximately $1.1 billion, based on a price of $44.50 per Crescent Point share.

The acquisition is consistent with Crescent Point's strategy of consolidating large oil-in-place assets. With its long-life and low-decline assets, the CanEra Assets are expected to provide steady production and free cash flow, and to provide long-term production, reserves and cash flow growth, particularly in the Bakken and Torquay formations in Crescent Point's core Flat Lake area.

Key attributes of the CanEra Assets to be acquired:

/T/

-- Production of approximately 10,000 boe/d, approximately 96 percent of

which is high-quality, long-life light and medium crude oil;

-- More than 260 net sections of land with Torquay potential, of which more

than 200 net sections are exploratory land and 60 net sections are in

the Company's core Flat Lake area;

-- More than 80 net internally identified Torquay drilling locations;

-- Netback of approximately $64.00/boe based on US$100.00/bbl WTI,

Cdn$4.65/mcf AECO and US$/CDN$0.90 exchange rate; and

-- Tax pools estimated at approximately $600 million.

/T/

Reserves Summary

Independent engineers have assigned reserves utilizing NI 51-101 reserve

definitions, effective April 30, 2014, as follows:

/T/

-- Approximately 52.1 million boe of proved plus probable and 34.4 million

boe of proved reserves; and

-- Reserve life index of 14.3 years proved plus probable and 9.4 years

proved.

/T/

ACQUISITION METRICS

Based on the above expectations for the CanEra Arrangement, the estimated

acquisition metrics are as follows:

/T/

1. 2014 Cash Flow Multiple:

-- 4.8 times based on production of 10,000 boe/d

2. Production:

-- $111,400 per producing boe based on 10,000 boe/d

-- Netback of approximately $64.00/boe

3. Reserves:

-- $21.38 per proved plus probable boe (recycle ratio of 3.0 times)

-- $32.39 per proved boe (recycle ratio of 2.0 times)

/T/

The above metrics are based on a price forecast of US$100.00/bbl WTI,

Cdn$4.65/mcf AECO and US$/CDN$0.90 exchange rate.

The CanEra Arrangement is expected to be accretive to Crescent Point's per

share reserves, production and cash flow on a debt adjusted basis.

FINANCIAL ADVISORS


Biogen Idec (BIIB) Being Probed by Government Regarding Promotions Apr 23, 2014 01:39PM

Biogen Idec, Inc. (NASDAQ: BIIB) stock ticked lower after a 10-Q filing revealed a government probe.

"Government Matters
We have learned that state and federal governmental authorities are investigating our sales and promotional practices and have received related subpoenas. We have also received a subpoena from the federal government for documents relating to our relationship with certain pharmacy benefit managers. We are cooperating with the government in these matters."


Novartis Indicated It Will Honor its Obligations Under the Array-Novartis Agreement (ARRY) Apr 23, 2014 01:25PM

Following the recent announcement by Novartis and GlaxoSmithKline that they have entered into a definitive agreement to exchange certain assets, Array BioPharma Inc. (NASDAQ: ARRY) reports that Novartis has indicated that it will continue to honor its obligations under the Array-Novartis agreement relating to binimetinib (MEK162), including obligations relating to support for ongoing clinical trials as specified in the agreement.

In April 2010, Array entered into an agreement under which Novartis received exclusive worldwide rights to binimetinib. If Novartis' binimetinib development and commercialization rights are returned to Array, Novartis is required to provide support for ongoing clinical studies as specified in that agreement.

About MEK and BinimetinibMEK is a key protein kinase in the RAS/RAF/MEK/ERK pathway, which signals cancer cell proliferation and survival. MEK has been shown to be activated in several tumor types such as non-small cell lung cancer, melanoma, thyroid cancer, ovarian cancer, and, in particular, tumors with BRAF and NRAS mutations. Binimetinib is a small molecule MEK inhibitor that targets a key position in this pathway and is in Phase 3 development in a range of tumor types.

Three Phase 3 trials with binimetinib continue to enroll in advanced cancer patients: NRAS-mutant melanoma (NEMO / NCT01763164), low-grade serous ovarian cancer (MILO / NCT01849874) and BRAF-mutant melanoma (COLUMBUS / NCT01909453). NRAS-mutant melanoma represents the first potential indication for binimetinib, with a projected regulatory filing from the NRAS-mutant melanoma study estimated to be in 2015.


Tesla (TSLA) Chooses Hanergy Solar's Thin-film Products Apr 23, 2014 12:57PM

At the recent delivery ceremony of Tesla's (Nasdaq: TSLA) first batch of Chinese orders in Beijing, two PV charging systems caught the eyes of the guests. The system was requested by Tesla Motors, and designed and manufactured by Hanergy Solar Group. Hanergy thin-film flexible PV system was Tesla's first choice for the first PV Supercharger station in China. Elon Musk, the founder of Tesla Motors, said at the ceremony, "In the future, Tesla will work with partners to build supercharger network. The first charging station in Beijing was built in cooperation with Hanergy Solar Group.

Tesla will continue to invest in the construction of superchargers in China, aiming to quickly expand the network."

Hanergy thin-film flexible PV system was Tesla's first choice for the first PV Supercharger station in China

Hanergy Solar Group will deliver two solar carports, each in Beijing and Jiading, Shanghai. The Beijing carport, a mobile carport designed to be assembled and transported, adopts Hanergy's GSE flexible thin-film solar modules. The Shanghai carport will be a fixed structure, and adopts Hanergy's MiaSole CIGS high-efficiency modules. The first phase of both carports has been completed.

In Elon Musk's first interview on "Dialogue," a China Central Television program, the American billionaire said that China is a key market and Tesla would make big investments in China, including investments in environment for charging, building seven super charging networks, and providing uninterrupted solar power supply 24 hours per day. The first batch of charging stations will be built up in cities like Beijing and Shanghai.

The PV charging system by Hanergy Solar Group protects vehicles like ordinary carports while converting sunlight into electricity utilizing its designated rooftop. At the same time, the system charges the electric vehicle through its energy storage system. The system uses the CIGS thin-film PV technology, the most advanced in the world. With conversion rates peaking at 20.5%, this technology offers light weight, flexibility, excellent low-light performance and advanced packaging. More importantly, no fixed column is required, which significantly reduces the cost. The carport is mobile, beautiful, modern in appearance, and a perfectly integrated to city surroundings, providing convenient and fast charging services to electric car owners.

Ms. Zhang Qingliang, Vice President oh Hanergy Global Solar Power and Application Group said, "We are pleased to be the one to provide Tesla the first batch of solar powered Supercharging stations in China. As a technology-driven company, Hanergy has been actively exploring ways to utilize its thin-film photovoltaic technology to provide solutions through technological innovation and cross industrial integration. We have been working with multiple domestic and foreign automobile manufacturers to integrate solar, and is also researching on energy storage, photovoltaic car roof and other solar-automobile applications."

In his interview, Elon Musk also stressed that the charging stations that Tesla is building in China can work 24 hours per day. Utilizing solar power and energy storage systems, the charging stations reduce the impact of electric coal on environment. The batteries are charged during the daytime with solar power; then can supply power for vehicles at night. In fact, under the double pressure of escalating oil price and increasingly strict emission standards, the electric vehicle industry has become a strategic industry all over the world.

Electric coal is currently the dominating source of energy. The EV industry still suffers from the traditional energy supply pattern. Combining the electric automobile industry and that of renewable energy, the cooperation between Tesla and Hanergy is an active practice towards cross-industrial technological innovation. It is a first step towards freedom from the traditional energy pattern and the plight of traditional fossil energy on which the current electric auto industry relies upon.

The PV charging systems was requested by Tesla Motors, and designed and manufactured by Hanergy Solar Group


MEGA Brands Receives Shareholder Approval for Mattel (MAT) Deal Apr 23, 2014 12:35PM

MEGA Brands Inc. announced that its shareholders (the "Shareholders") have approved a resolution authorizing the previously announced plan of arrangement (the "Arrangement") providing for, among other things, the acquisition by Mattel-MEGA Holdings Inc., a wholly-owned subsidiary of Mattel, Inc. (Nasdaq: MAT), of all of the outstanding common shares in the capital of MEGA for cash consideration of CA$17.75 per common share.

The Arrangement resolution required the approval of at least two-thirds of the votes cast by Shareholders and a simple majority of the votes cast by Shareholders other than Marc Bertrand and Vic Bertrand (together, the "Interested Shareholders"), in each case present in person or represented by proxy at the special meeting of Shareholders held today (the "Special Meeting").

The Arrangement resolution was approved by 99.96% of the votes cast by Shareholders present in person or represented by proxy at the Special Meeting (including 99.96% of the votes cast by Shareholders other than the Interested Shareholders).

The Arrangement is also subject to the approval of the Superior Court of Québec (Commercial Division) at a final hearing which is scheduled to be held on April 25, 2014 at the Montréal Courthouse in Montréal, Québec at 9:30 a.m. (Montréal time) or as soon thereafter as counsel may be heard. It is anticipated that the Arrangement will be completed shortly thereafter once all closing conditions have been satisfied or waived, including without limitation, court approval as set forth above.

Earlier this month, the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") expired. The expiration of the waiting period means that the parties under the Arrangement have satisfied the regulatory requirements pursuant to the HSR Act.


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