October 5, 2000
Press Release
MIDDLEFIELD BANCORP LIMITED ANNOUNCES INCREASED CASH OFFER PRICE AND LOCK-UP WITH BNP PARIBAS FOR SHARES OF 2M ENERGY CORP.
MIDDLEFIELD BANCORP LIMITED ("MBN") announces that it has increased the cash consideration to be offered under Option One of its previously announced take-over bid for all of the common shares of 2M Energy Corp. ("2M") from $1.10 to $1.15 per share.
With this revision to the take-over offer, MBN also announces that it has entered into a lock-up agreement with BNP Paribas ("Paribas") pursuant to which Paribas will tender to the Offer the 1,699,600 common shares of 2M that Paribas owns or controls, directly or indirectly, representing approximately 11% of the outstanding 2M common shares. A formal valuation will no longer be necessary given Paribas' agreement to tender its 2M shares to the Offer. As previously announced, MBN has also entered into a lock-up agreement with Peter Braaten, who owns or controls, directly or indirectly, 1,928,064 2M shares, representing approximately 12% of the outstanding common shares of 2M.
MBN beneficially owns or controls, directly or indirectly, 3,039,100 2M common shares, representing approximately 19% of the outstanding 2M common shares. After giving effect to the lock-up agreements with Peter Braaten and Paribas, MBN would own 6,666,764 common shares of 2M, representing approximately 42% of the outstanding shares. MBN intends to have its take-over bid circular mailed to shareholders of 2M very shortly.
MBN believes that this take-over bid brings substantial benefits to shareholders of 2M. The cash option represents a premium of 35% over the last trade of $0.85 per share prior to the announcement of the Offer on September 28, 2000 while Option Two provides 2M shareholders with the right to participate in the upside potential of MBN, a merchant bank with a broader capital base than 2M.
MBN is a Canadian merchant bank managed by Middlefield Group. MBN's principal objective is to create long term shareholder value through a twofold strategy of strategic investing in businesses with strong management and exceptional prospects for longer term earnings growth and special situation investing where there is excellent potential for significant capital appreciation. The aim is to produce a steady stream of growing earnings from strategic investments supplemented by earnings from special situation activities.
For further information contact:
W. Garth
Jestley
President
(416) 362-0714