For
the month of,
|
July
|
2009
|
|
Commission
File Number
|
001-31395
|
||
Canadian
Superior Energy Inc.
|
|||
(Translation
of registrant’s name into English)
|
|||
Suite
3200, 500 - 4th Avenue, SW, Calgary, Alberta, Canada T2P
2V6
|
|||
(Address
of principal executive offices)
|
Form
20-F
|
Form
40-F
|
X
|
Yes
|
No
|
X
|
Document
|
Description
|
1.
|
Material
Change Report, dated June 29, 2009.
|
1.
|
Name
and Address of Company
Canadian
Superior Energy Inc. (“Canadian
Superior”)
Suite
3200, 500 - 4th
Avenue S.W.
Calgary,
Alberta T2P 2V6
|
|
2.
|
Date
of Material Change
June
18, 2009
|
|
3.
|
News
Release
A
news release relating to the material change described herein was issued
and disseminated through the facilities of Marketwire on June 19,
2009.
|
|
4.
|
Summary
of Material Change
Canadian
Superior and Challenger Energy Corp. (“Challenger”) have
entered into an arrangement agreement (the “Arrangement Agreement”)
dated as of the 18th
day of June, 2009 with respect to a proposed plan of arrangement (the
“Transaction”)
whereby Canadian Superior will acquire all of the issued and outstanding
common shares (“Challenger Shares”) of
Challenger.
|
|
5.
|
Full
Description of Material Change
|
|
5.1
|
Full
Description of Material Change
Canadian
Superior and Challenger have entered into the Arrangement Agreement
pursuant to which Canadian Superior will acquire all of the issued and
outstanding Challenger Shares.
Pursuant
to the Transaction, holders (“Challenger
Shareholders”) of Challenger Shares will receive 0.51 of a Canadian
Superior Share for each Challenger Share held. The Transaction
will be carried out pursuant to a plan of arrangement under the Canada
Business Corporations Act.
An
information circular detailing the Transaction is anticipated to be mailed
to Challenger securityholders in July 2009 for a meeting (the “Challenger Meeting”) to
take place on August 7, 2009.
The
Transaction will require the approval of: (i) at least
two-thirds of the votes cast by the Challenger Shareholders at the
Challenger Meeting; (ii) if required, a majority of the votes cast by the
Challenger Shareholders, after excluding the votes by those persons whose
votes must be excluded pursuant to Multilateral Instrument 61-101; and
(iii) any other vote required by applicable law. Implementation
of the Transaction will also require the satisfaction of several
conditions contemplated in the
|
Arrangement
Agreement, including the approval of the Court of Queen’s Bench of Alberta
and the receipt of necessary regulatory approvals.
Support
Agreements
Certain
of the directors and officers of Challenger, who own 1,041,333 Challenger
Shares, have agreed to vote their Challenger Shares in favour of the
Transaction.
Board
Approvals
The
boards of directors of Canadian Superior and Challenger have unanimously
endorsed the Transaction.
Non-Solicitation
Provisions and Liquidated Damages
The
Arrangement Agreement contains customary provisions prohibiting Challenger
from soliciting any other acquisition proposal or entering into any
agreements relating to an alternative acquisition transaction, subject to
certain exceptions which include allowing the board of directors of
Challenger to accept and recommend a superior proposal if it is required
to do so in accordance with its fiduciary duties. Under the
Arrangement Agreement, Canadian Superior has the right to match any such
superior proposal.
The
Arrangement Agreement provides for liquidated damages in the amount of
$3,000,000 to be payable by Challenger to Canadian Superior and by
Canadian Superior to Challenger in certain
circumstances if the Transaction is not completed.
The
foregoing is a summary only of certain provision of the Arrangement
Agreement. A copy of the Arrangement Agreement will be filed on
Canadian Superior’s SEDAR profile on www.sedar.com.
|
||
5.2
|
Disclosure
for Restructuring Transactions
Not
applicable.
|
|
6.
|
Reliance
on Section 7.1(2) of National Instrument 51-102
Not
applicable.
|
|
7.
|
Omitted
Information
Not
applicable.
|
8.
|
Executive
Officer
The
name and business telephone number of an executive officer of Canadian
Superior who is knowledgeable about the material change and this report
is:
Leif
Snethun
Chief
Operating Officer
Telephone
(403) 294-1411.
|
9.
|
Date
of Report
June
29, 2009.
|
For
Immediate Release
|
June
19, 2009
|
o
|
Current
Western Canadian production of approximately 3,050 boepd (85% natural
gas); with an additional 300 boepd behind pipe and over 146,000 net
undeveloped in Alberta and BC;
|
o
|
A
diversified suite of oil and natural gas exploration and development
assets located in Canada, Trinidad and Tobago, and North Africa and a
liquefied natural gas (“LNG”) project located on the east coast of the
United States;
|
o
|
A
market capitalization in excess of C$160.6 million (based on the current
trading price of the Canadian Superior
Shares);
|
o
|
Approximately
195.8 million shares outstanding.
|
Canadian
Superior Energy Inc.
3200,
500-4th
Avenue SW
Calgary,
Alberta T2P 2V6
|
Challenger
Energy Corp.
200,
744-4th
Avenue SW
Calgary,
Alberta T2P 3T4
|
Investor
Relations
Phone:
(403) 294-1411
Fax:
(403) 216-2374
www.cansup.com
|
Manjeet
Dhillon, Chief Financial Officer
Phone:
(403) 503-8813
mdhillon@challenger-energy.com
www.challenger-energy.com
|
CANADIAN
SUPERIOR ENERGY INC.
|
||||||
(Registrant)
|
||||||
Date:
|
July
2, 2009
|
By:
|
/s/
|
Robb
Thompson
|
||
Name:
|
Robb
Thompson
|
|||||
Title:
|
Chief
Financial Officer
|