SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 12
CANADA SOUTHERN PETROLEUM LTD.
(Name of Subject Company)
CANADIAN SUPERIOR ENERGY ACQUISITIONS INC.,
a wholly-owned subsidiary of
CANADIAN SUPERIOR ENERGY INC.
(Name of Filing Persons)
Common Shares
(Title of Class of Securities)
135231-10-8
(CUSIP Number of Class of Securities)
Gregory S. Noval
Chief Executive Officer
Suite 3300, 400 3rd Avenue, SW
Calgary, Alberta Canada T2P 4H2
(403) 294-1411
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copies to:
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Christopher W. Morgan, Esq.
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John J. Poetker, Esq. |
Skadden, Arps, Slate, Meagher & Flom LLP
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Borden Ladner Gervais LLP |
222 Bay Street
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1000 Canterra Tower |
Suite 1750, P.O. Box 258
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400 Third Avenue S.W. |
Toronto, Ontario M5K 1J5
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Calgary, Alberta T2P 4H2 |
(416) 777-4700
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(403) 232-9500 |
This Amendment No. 12 amends and supplements the tender offer statement on Schedule TO (the
Schedule TO) filed with the U.S. Securities and Exchange Commission (the Commission) on June
19, 2006 by (i) Canadian Superior Energy Acquisitions Inc., a corporation incorporated under the
laws of the Province of Alberta, Canada, which is a wholly-owned subsidiary of Canadian Superior
Energy Inc., a corporation incorporated under the laws of the Province of Alberta, Canada
(Canadian Superior), and (ii) Canadian Superior.
Pursuant to a Notice of Variation and Extension, dated August 8, 2006 (the Notice of
Variation and Extension), Canadian Superior amended its offer to purchase all of the issued and
outstanding common shares (including common shares which become outstanding upon exercise of
options to acquire common shares) of Canada Southern Petroleum Ltd. (Canada Southern), to provide
that the amended offer was being made at a price per share of, at the election of each Canada
Southern shareholder, either:
(a) Cdn.$2.50 in cash, 2.0 common shares of Canadian Superior and one special exchangeable
share of Canadian Superior (the Participating Consideration); or
(b) Cdn.$2.50 in cash and 2.75 common shares of Canadian Superior (the Original
Consideration).
Pursuant to an Amendment to the Schedule TO filed with the Commission on August 22, 2006,
Canadian Superior announced that since another offeror had taken up greater than 50.1% of the
outstanding common shares of Canada Southern, a condition to the payment of the Participating
Consideration had not been met, and, pursuant to the terms of Canadian Superiors amended offer,
the Participating Consideration will therefore not be payable.
The amended offer is subject to the terms and conditions set forth in the Notice of Variation
and Extension and the Amended Letter of Transmittal and Election Form, each of which has been filed
as an amendment to the Schedule TO.
Item 12. Exhibits.
Item 12 of the Schedule TO is amended and supplemented by adding the following:
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Exhibit No. |
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Description |
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19.1
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Press release of Canadian Superior, dated August 24, 2006,
incorporated by reference to Canadian Superiors filing
pursuant to Rule 425 on August 25, 2006. |