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
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 |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: þ
This Amendment No. 13 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; or
(b) Cdn.$2.50 in cash and 2.75 common shares of Canadian Superior (the Original
Consideration).
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 8. Interest in Securities of the Subject Company.
Item 11. Additional Information.
Item 8 (Interest in Securities of the Subject Company) and Item 11 (Additional Information) of the
Schedule TO are hereby amended and supplemented to include the following:
At 3:00 p.m. (Mountain Daylight Time) on September 7, 2006, the amended offer expired. As of such
date, Canadian Superior has taken up 171,493 common shares of Canada Southern that were tendered to
the offer. All of these shareholders will receive the Original Consideration.
On September 8, 2006, Canadian Superior issued a press release announcing the final results of the
amended offer. The full text of the press release is filed as Exhibit 20.1 hereto and is
incorporated by reference herein.
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 |
20.1
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Press release of Canadian Superior, dated September 8, 2006,
incorporated by reference to Canadian Superiors filing
pursuant to Rule 425 on September 8, 2006. |