2869889 Ontario Inc. made an offer to acquire Petroteq Energy Inc. (TSXV:PQE) from Cantone Asset Management, LLC, Alex Blyumkin and others for approximately CAD 510 million on October 25, 2021. 2869889 Ontario Inc. entered into a letter agreement to acquire Petroteq Energy Inc. (TSXV:PQE) from Cantone Asset Management, LLC, Alex Blyumkin and others on July 5, 2022. 2869889 will purchase all the issued and outstanding common shares of Petroteq Energy at a price of CAD 0.74 per share. The offer is being made only for common shares and is not made for any convertible securities (including, without limitation, options, warrants or convertible debentures). Holders of options, warrants or convertible debentures or other convertible securities who wish to accept the offer must, to the extent permitted by the terms of the security and applicable Law, exercise, exchange or convert the convertible securities to obtain certificate(s) representing common shares and deposit those common shares in accordance with the terms of the offer. If any holder of convertible debentures does not convert its convertible debentures under the offer prior to Expiry Time, the Convertible Debentures are expected to remain outstanding as obligations of Petroteq or its successor following the Expiry Time in accordance with their terms and conditions, subject to the terms of any Subsequent Acquisition Transaction and any change of control offer required to be made in accordance with the terms of the Convertible Debentures. 2869889 Ontario estimates that, if it acquires all the issued and outstanding Common Shares, the total amount required for the purchase of the Common Shares will be approximately CAD 439 million (assuming no exercise or conversion of the Convertible Securities) and up to approximately CAD 592 million (assuming exercise and conversion of all outstanding Convertible Securities), plus related fees and expenses associated with the offer. 2869889 Ontario intends to fund the offer from cash resources available to Viston United Swiss AG, the ultimate parent of 2869889 Ontario, who has secured, on a firm, committed basis, up to CAD 603.3 million to fund the consideration payable for the Common Shares and to complete the transaction. As of June 16, 2022, , the Borrower and the Lender have amended and restated the first amending agreement to increase the amount available to the Borrower under the term loan from Ç450 million (CAD 591.523 million) to Ç465 million (CAD 611.24 million). Pursuant to the terms of a binding long-term debt financing agreement dated October 22, 2021, Uniexpress Investment Holding PLC has fully underwritten a credit facility pursuant to which it will make available to Viston, a non-revolving term loan in the principal amount of CAD 603.3 million. As of October 27, 2021, Petroteq Energy confirmed that 2869889 Ontario Inc has commenced a conditional, unsolicited takeover bid to acquire all the issued and outstanding common shares of the Company. Petroteq shareholders are advised to take no action in respect of the Offer until Petroteq's Board of Directors has made a formal recommendation to shareholders. As of March 29, 2022, Alex Blyumkin has tendered shares in respect to the tender offer by 869889 Ontario Inc.
If, by the expiry time or within 120 days after the date of the offer, whichever period is the shorter, 2869889 Ontario takes up and pays for 90% or more of the outstanding common shares under the offer, other than common shares held at the date of the offer by or on behalf of 2869889 Ontario, or an affiliate or associate of 2869889 Ontario, then 2869889 Ontario intends to acquire the remainder of the common shares by way of a compulsory acquisition pursuant for consideration per common share not less than, and in the same form as, the offer consideration. 2869889 Ontario will not amend the offer to cause the expiry time to occur earlier than the later of 35 days following the date of the offer or 20 business days following the date of the Offer. Holders of common shares who have previously validly tendered and not withdrawn their shares do not need to re-tender their Common Shares or take any other action in response to the extension of the Offer.
In addition, if 2869889 Ontario takes up Common Shares under the offer, 2869889 Ontario intends to replace all of the existing members of the Petroteq Board with individuals nominated by 2869889 Ontario, which may include individuals currently serving as Directors of Viston. 2869889 Ontario also intends, subject to the approval of the new Petroteq Board, to replace PetroteqÆs senior management. The transaction is subject to minimum tender condition as per which there shall have been validly deposited pursuant to the offer and not withdrawn that number of common shares that constitutes at least 50% + 1 of the issued and outstanding common shares on a fully diluted Basis, all government or regulatory consents, third party approvals and HSR Approval. The offer is not subject to a financing condition. The contents of the offer to purchase have been approved by the sole Director of 2869889 Ontario and the sole Director of Viston. The Board of Directors of Petroteq recommends its shareholders do not tender your common shares to the Viston Offer at this time and take no further action in respect of the common shares until the Board of Directors of Petroteq (the ôPetroteq Boardö) has provided its recommendation. As of January 4, 2022, Petroteq Board of Directors unanimously recommends acceptance of the Viston Offer. As of January 26, 2022, each of the directors serving on the Board of Directors of Petroteq Energy Inc. has indicated an intention to tender their shares to 2869889 Ontario Inc. On February 9, 2022, Viston United Swiss AG completed approvals from Hart-Scott-Rodino Act and Investment Canada Act. Several major Petroteq shareholders continued support for the tender offer. Cantone Asset Management, LLC and its affiliates, which hold and have tendered approximately 120,000,000 shares ofáPetroteqácommon stock have also indicated that they continue to view the Offer as the best near-term alternative and support the Offer. As of April 14, 2022, approximately 598,439,128 Common Shares had been validly tendered to the Offer and had not been validly withdrawn. Based on Viston's understanding of the share capitalization of Petroteq, the tendered Common Shares represent approximately 78.835% of the currently issued and outstanding Common Shares and approximately 75.875% of the Common Shares, measured on a fully diluted basis.
The offer is open for acceptance on February 7, 2022. As of February 1, 2022, the offer has been extended for acceptance to February 28, 2022. As of February 24, 2022, the offer has been extended for acceptance to on April 14, 2022. As of April 14, 2022, the time for acceptance of the Offer has been extended to June 17, 2022. The Offer is being extended in order to allow additional time for the Offeror to obtain clearance under U.S. national security regulations as well as Committee on Foreign Investment in the United States which is a condition to the Offer. As of June 10, 2022, Petroteq Energy reiterates support of Viston offer. As of June 17, 2022, the offer is extended to July 22, 2022. As of July 22, 2022, the offer is extended to September 9, 2022. Kingsdale Advisors acted as depositary and information agent to 2869889 Ontario. Gowling WLG (Canada) LLP and Dorsey & Whitney LLP acted as legal advisor to 2869889 Ontario and Viston. Haywood Securities Inc. acted as financial advisor and provided fairness opinion to Petroteq. Shorecrest Group acted as information agent to Petroteq. Herbert (Herb) I. Ono of McMillan LLP and Robbie Grossman of DLA Piper (Canada) LLP acted as legal advisors to Petroteq. Computershare Trust Company, National Association acted as Transfer agent for Petroteq Energy.
2869889 Ontario Inc. cancelled the acquisition of Petroteq Energy Inc. (TSXV:PQE) from Cantone Asset Management, LLC, Alex Blyumkin and others on August 28, 2022. Viston and 2869889 Ontario have withdrawn the offer following an evaluation of recent developments in connection with the offer, including, without limitation, the rejection by the Committee on Foreign Investment in the United States of the joint voluntary notice submitted by 2869889 Ontario and Petroteq Energy Inc. in connection with the offer. Petroteq shareholders that have tendered their Common Shares to the offer will have their Common Shares returned by the Depositary, Kingsdale Advisors.