Norex and Tesla agree merger deal

Norex & Tesla Merge

Exploration firms Norex and Tesla have agreed a merger deal in hope of creating an "internationally focused, financially strong, geophysical services company" that will capitalize on the existing strong fundamentals for global oil and natural gas development.

Norex Exploration Services Inc. and Tesla Exploration Ltd., a private company headquartered in Calgary, Alberta, announced today that they have entered into an agreement under which Tesla shareholders will exchange "each common share held, on an exempt take-over bid basis, for 8.4333 common shares of Norex", as described by Marketwire.com.

Shareholders representing in excess of 90 percent of the outstanding common shares of Tesla, and shareholders representing 64 percent of the outstanding common shares of Norex, have signed lock up agreements in support of the Combination.

Subject to customary conditions

The proposed combination is subject to customary conditions precedent to closing, stock exchange and regulatory approvals as well as approval by a simple majority of the shareholders of Norex voting in person or by proxy at a meeting of Norex shareholders to be scheduled for late March 2010.

Mr. Paul Crilly, the President & CEO of Norex, stated: "This transaction is consistent with Norex's continuing consolidation strategy and its pursuit of international expansion.

"Our long-term vision has been the creation of North America's premier seismic acquisition company, and the proposed Combination, we believe, facilitates this."

Mr. Richard Habiak, the President & CEO of Tesla, stated: "This transaction will create a leading geophysical services provider with strong operations internationally as well as a broad footprint in North America."

Aggressive international growth

He added, "Tesla has been successful in achieving aggressive international growth throughout the past five years and we are excited to continue this growth through the combination of the operations and equipment of Tesla and Norex.

"After the closing of the Combination, Tesla will be the largest geophysical services provider in Canada."

The deal, unanimously approved by the board of directors of both parties, means Tesla shareholders will own around 70 percent of the outstanding shares of the pro formal company and the current shareholders of Norex will own approximately 30 percent.

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