TAQA North Acquires PrimeWest Energy Trust for $4.6 Billion

On January 16, 2008, TAQA North Ltd. (“TAQA North”) acquired PrimeWest Energy Trust (“PrimeWest”) for aggregate consideration of $4.6 billion. The acquisition was completed by way of Plan of Arrangement pursuant to which all of the issued and outstanding PrimeWest trust units and all of the issued and outstanding exchangeable shares of PrimeWest Energy Inc. were purchased for a cash consideration of $26.75 per unit. The acquisition of PrimeWest, a conventional oil and gas royalty trust that actively acquires, develops, produces and sells natural gas, crude oil and natural gas liquids, was announced on September 24, 2007.

On closing, the combined entity had proven plus probable reserves in excess of 480 MMBOE and current production of approximately 105,000 BOE per day, making it one of the top 10 companies in Canada in terms of net proven natural gas reserves and in the top 12 in terms of oil and gas production.

As a result of the acquisition, all traded securities of PrimeWest were delisted from the TSX and the NYSE.

TAQA North is a wholly-owned subsidiary of Abu Dhabi National Energy Company PJSC (“TAQA”) and was formed as part of a $2 billion acquisition by TAQA of Northrock Resources Ltd. in August 2007. TAQA North also acquired Pioneer Natural Resources Canada Inc. in November 2007 for US$540 million. TAQA was founded in Abu Dhabi in 2005 and is listed on the Abu Dhabi Stock Exchange.
TAQA and TAQA North were represented by TAQA's general counsel, François Duquette, general counsel of TAQA New World, Inc., Steven Phillips, and TAQA North's general counsel, Eamon Hurley; and a team from Heenan Blaikie LLP, which included Michael Black (energy), Lloyd Symons, Tom Cotter, Mark Franko, Cherry Jiang (corporate/securities), Brian Bidyk, Marvin Koochin (energy), Ed Wooldridge (banking), Subrata Bhattacharjee, Adam Goodman (regulatory), Mark Jadd (tax) and Jillian Frank (employment); TAQA and TAQA North were represented internationally by Latham & Watkins LLP in New York. Latham & Watkins' corporate team was led by New York partners Ted Sonnenschein and Kenneth Schuhmacher with associates Constantine Skarvelis, Jae Park, Susan Lawless and Chuck Cassidy. Advice was also provided by New York partner David Raab and associate Bart Wheeler on tax; Chicago partner David Shapiro on real estate; New York partners Jed Brickner and John Shyer on benefits and compensation; New York counsels Matthew Ahrens and David Langer, and Washington partner Teresa Baer on regulatory matters; and New York partners Bill Voge and David Schwartzbaum on finance and securities matters.

PrimeWest was represented by a team from Stikeman Elliott LLP, which included Edward Waitzer, Leland Corbett, Keith Chatwin, Amanda Field and Bradley Squibb (mergers & acquisitions), David Weekes and Gary Nachshen (tax), Susan Hutton (regulatory), Gary Clarke (employment) and Mark Christensen (banking). PrimeWest was also represented in the US by Andrew Foley and Richard Elliott (corporate), Didier Malaquin (anti-trust) and David Mayo (tax) at Paul, Weiss, Rifkind, Wharton & Garrison LLP.