22 May 2023listing compliance notice▼ BadMajor
PETROTEQ ENERGY INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Aug 2022business combination▼ BadMajor
Petroteq's twelfth amendment to its response says Viston's offeror withdrew the offer, which had been due to expire on September 9, 2022. Tendered shares will be returned by Kingsdale as soon as practicable. The filing adds Petroteq's August 29, 2022 news release as an exhibit and confirms Petroteq's side of the withdrawal.
29 Aug 2022business combination▼ BadMajor
Viston's fifteenth amendment says the Cdn$0.74 cash offer was terminated on August 28, 2022 and no shares were bought. The offeror has told the depositary to return all tendered shares to shareholders. The press release says Viston withdrew after the CFIUS rejection, concluding that several conditions could not be satisfied by the September 9, 2022 expiry. This ends the takeover bid that ran since October 2021 and the clearance, extension and letter-agreement threads. Shareholders keep their shares and receive no offer payment.
26 Aug 2022business combination▼ BadMajor
Petroteq's eleventh amendment to its response to the Viston offer only adds its August 25, 2022 news release, which announces that CFIUS has rejected the joint notice for the pending offer. This is Petroteq's side of the rejection Viston reported on August 24. The filing contains nothing else.
25 Aug 2022business combination▼ BadMajor
Viston's fourteenth amendment adds an August 24, 2022 press release. The release says the US Treasury told Viston and its offeror that CFIUS has rejected the joint voluntary notice filed with Petroteq on May 16, 2022. This is the foreign-investment clearance that the Cdn$0.74 offer required, and it ends the 45-day review and investigation reported in July. The filing itself says nothing more about what happens to the offer.
22 July 2022business combination● Neutral
Viston's thirteenth amendment adds a Fifth Notice of Extension dated July 22, 2022 to the Cdn$0.74 cash offer, a July 22 press release, and amended and restated versions (dated July 21, 2022) of its two financing amendments with Uniexpress. It also adds a form of irrevocable undertaking and release between the offeror and each Petroteq director. The visible text is cut off before the new expiry date, conditions or any terms of these documents. Later filings show a September 9, 2022 expiry. The offer remains not completed.
11 July 2022business combination● Neutral
Petroteq's tenth amendment to its response to the Viston offer files the July 5, 2022 letter agreement with Viston and its offeror, and a Petroteq news release dated July 6, 2022. This is Petroteq's side of the agreement reported in Viston's filing of July 6. The terms are not in the text shown here, and the release's contents are not shown.
8 July 2022business combination● NeutralMajor
Viston's twelfth amendment adds a July 8, 2022 press release saying the US Treasury notified Viston that the foreign-investment review body (CFIUS) is undertaking a 45-day investigation of the proposed acquisition. The visible text recaps the earlier declaration of January 6, the February 24 inability to clear it, and the notice filed jointly with Petroteq, but it is cut off before the investigation's dates. Clearance is a condition of the Cdn$0.74 offer, so the offer is not yet completed. The earlier-reported review end date of no later than July 7 has passed, and this release describes a further investigation period (the reason for the change is not in the visible text).
6 July 2022business combination● NeutralMajor
Viston's eleventh amendment reports a July 5, 2022 letter agreement between Viston, its offeror and Petroteq. While the offer is outstanding and the board's recommendation is unchanged, Petroteq agreed not to issue shares under the 2022 Equity Incentive Plan or carry out the share consolidation (if shareholders approve them at the meeting) without Viston's written consent. It must also involve Viston in hiring a new CEO and get Viston's consent before hiring one, and not give any employee change-of-control or severance terms without Viston's consent. A new CEO's contract must have no such payments and must require the CEO to resign if Viston asks after the offer completes. The list of commitments is cut off in the text, so further terms are not known. The filing also notes a June 29, 2022 second amendment to Viston's Uniexpress financing agreement, whose terms are not shown. This gives Viston more say over Petroteq's decisions while the Cdn$0.74 offer is pending, and builds on the CEO search and the Viston consultation promise reported earlier.
29 June 2022business combination● Neutral
Petroteq filed its ninth amendment to its response to the Viston offer only to add a news release dated June 28, 2022 as an exhibit. The release's contents are not in this filing, and nothing else changed.
22 June 2022business combination● Neutral
Petroteq filed its eighth amendment to its response to the Viston offer only to add a news release dated June 22, 2022 as an exhibit. The release's contents are not in this filing, and nothing else changed.
17 June 2022business combination● NeutralMajor
Viston's tenth amendment adds a Fourth Notice of Variation and Extension dated June 17, 2022, which further varies the Cdn$0.74 cash offer, adds new conditions and extends its expiry. The visible text is cut off before the new expiry date or the new conditions, so those are not known from this filing. It also adds a June 17 press release and a June 16, 2022 amendment to Viston's financing agreement with Uniexpress, whose terms are not shown. This follows Viston's earlier statement that it intended to extend past July 7 and to vary the capitalization condition (the new conditions may relate to that, an inference). The offer remains not completed.
14 June 2022business combination● Neutral
Petroteq filed its seventh amendment to its response to the Viston offer only to add a news release dated June 14, 2022 as an exhibit. The release's contents are not in this filing, and nothing else changed.
10 June 2022business combination● Neutral
Petroteq filed its sixth amendment to its response to the Viston offer only to add a news release dated June 10, 2022 as an exhibit. The release's contents are not in this filing, and nothing else changed.
10 June 2022business combination● NeutralMajor
Viston's ninth amendment adds a June 10, 2022 press release. It says Petroteq has a shareholder meeting set for July 21, 2022, trading resumed on the TSX Venture Exchange on May 27, 2022 (ending the halt in place since the August 2021 cease trade order, as the release describes it), a new CEO search was announced May 24, and a private placement of units for up to US$2.5 million was announced June 2. Petroteq told Viston it still supports the offer, directors' and management's shares remain tendered, and it will consult Viston on meeting business and the CEO search. Petroteq also said it needs cash for operations and will offer Viston first chance at any future financing. Viston says it intends to vary the 'No Change in Capitalization' condition; the full terms are cut off in the visible text. All of this is per Viston's release.
25 May 2022business combination● NeutralMajor
Viston's eighth amendment adds a May 25, 2022 press release saying the US Treasury told Viston's offeror the CFIUS notice was accepted and the 45-day review began May 24, 2022, ending no later than July 7, 2022. Viston says it currently intends to extend the Cdn$0.74 offer to a date after July 7 but has not set a new expiry. Clearance is a condition of the offer, so completion is not before July 7 at the earliest.
18 May 2022business combination● NeutralMajor
Viston's seventh amendment adds a May 18, 2022 press release saying a voluntary notice seeking clearance from the US foreign-investment review body (CFIUS) was formally submitted by Viston's offeror and Petroteq on May 16, 2022. This follows the February 24 news that CFIUS could not clear the earlier declaration filed January 6. The 45-day review period had not yet been confirmed as started, so the Cdn$0.74 cash offer still cannot complete until clearance is obtained. A condition that was not listed as cleared earlier is now the main open step.
18 Apr 2022business combination● Neutral
Petroteq filed its fifth amendment to its response to the Viston offer only to add a news release dated April 18, 2022 as an exhibit. The release's contents are not in this filing, and nothing else in the statement changed.
15 Apr 2022business combination● Neutral
Viston's sixth amendment adds a Third Notice of Extension dated April 14, 2022 and a press release of the same date. The Cdn$0.74 cash offer is extended again beyond April 14; the new expiry date is not in the visible text. Shares will not be taken up until more than 50% of shares held by others are tendered and other conditions are met or waived. The offer is still not completed and has now been extended three times.
8 Mar 2022capital raising announcement● Neutral
Petroteq reported share issues from January 12 to February 1, 2022 without registration, mostly from warrant exercises at US$0.055 to US$0.12 per share, plus some debt conversions at US$0.094 to US$0.12. It also sold 6,250,000 units at US$0.12 for US$750,000 gross on January 26, each with a warrant at US$0.128 until January 26, 2024; proceeds are meant for Asphalt Ridge extraction technology and working capital. Examples: 20,833,333 shares on one warrant exercise, 8,333,333 on another, and 833,333 shares for a US$100,000 conversion of the July 24, 2021 note. This adds to the share count and continues the dilution already noted; the filing gives no new total.
28 Feb 2022business combination● Neutral
Petroteq filed its fourth amendment to its response to the Viston offer only to add a news release dated February 25, 2022 as an exhibit. The contents of the release are not in this filing, and nothing else changed.
24 Feb 2022business combination● Neutral
Viston's fifth amendment adds a Second Notice of Extension dated February 24, 2022 and a press release of the same date. The Cdn$0.74 cash offer now stays open until 5:00 pm Toronto time on April 14, 2022, instead of February 28. Shares will not be taken up until more than 50% of shares held by others are tendered and other conditions are met or waived. The offer remains uncompleted and the deadline has slipped again; the reason is not in the visible text.
10 Feb 2022business combination● Neutral
Petroteq filed its third amendment to its response to the Viston offer only to add a news release dated February 10, 2022 as an exhibit. The contents of that release are not in this filing, and nothing else in the statement changed.
10 Feb 2022business combination▲ Good
Viston's fourth amendment to its tender filing only adds a February 9, 2022 press release. It says the US antitrust waiting period (Hart-Scott-Rodino) expired February 4, 2022 and the Investment Canada Act initial review lapsed February 3, 2022 with no national security notice. The Cdn$0.74 cash offer is unchanged and still open until 5:00 pm Toronto time on February 28, 2022. The release says Petroteq's board unanimously recommends tendering and that each director intends to tender their own shares (per Viston's release). This clears two regulatory steps but the offer is not completed.
1 Feb 2022business combination● NeutralMajor
Viston varied and extended its offer by notice dated February 1, 2022: some offer conditions were amended (the visible text does not say which), and the deadline moved from February 7 to 5:00 p.m. Toronto time on February 28, 2022. The price stays at Cdn$0.74 cash per share. Shares will not be taken up until more than 50% of shares held by others are tendered and other conditions are met or waived. The offer is still not completed.
26 Jan 2022business combination● Neutral
Petroteq filed an amendment to its response to the Viston offer only to add two news releases dated January 25 and 26, 2022 as exhibits; their contents are not in this filing. It is now signed by Dr. Vladimir Podlipskiy as Interim CEO, replacing Dr. R. Gerald Bailey who signed earlier filings as Chairman and Interim CEO, so the leadership has changed (the filing does not say why).
10 Jan 2022business combination● Neutral
Viston's second amendment to its tender filing only adds three exhibits: a January 10, 2022 press release, an email template to shareholders and a call script. The press release says the Petroteq board unanimously recommends acceptance, repeats the Haywood strategic review, notes no superior proposal has emerged, and reminds holders the offer is Cdn$0.74 cash, open until February 7, 2022. Offer terms are unchanged by this filing; this is Viston's account of the board's reasons.
4 Jan 2022business combination● NeutralMajor
Petroteq's board now recommends that shareholders accept the Viston Cdn$0.74 cash offer, per a Supplement dated December 29, 2021 to its Directors' Circular. This reverses the November position of making no recommendation. The filing points to a Haywood analysis and a section on reasons, but the reasons themselves are not given in the text of this filing. The supplement was to be mailed around January 4, 2022.
19 Nov 2021capital raising announcement● NeutralMajor
Petroteq reported five share issuances to lenders from converting debt: 4,545,454 and 5,263,157 shares on August 30, 2021 (US$250,000 each), 29,166,667 shares on September 21 (US$1,400,000, the debenture that was due September 30, 2021), and 11,727,273 and 41,000,000 shares on November 10 (US$645,000 and US$2,255,000 from the debenture originally US$3,300,000). Total new shares are about 91.7 million, which dilutes existing holders but removes about US$4.8 million of principal as owed debt. It continues the pattern of debt-for-share conversions seen earlier in 2021, and explains part of the rise in shares outstanding.
9 Nov 2021business combination● NeutralMajor
Petroteq's board filed its formal response to the Viston Cdn$0.74-per-share tender offer, attaching a Directors' Circular dated November 6, 2021. The filing says the board is 'not making a recommendation to shareholders at this time' (per the section heading it cites), so shareholders were left to decide without board guidance. It also states 593,326,548 shares were outstanding on November 5, 2021, up from about 564 million in the offer's fee table. The circular's contents (reasons, financial advisor, alternatives) are only referenced here, not given.