This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is filed by 2869889 Ontario Inc., an Ontario corporation (the Offeror) and an indirect, wholly-owned subsidiary of Viston United Swiss AG, a company limited by shares (AG) (Viston). This Schedule TO
relates to the offer (the Offer) by the Offeror to purchase all of the issued and outstanding common shares (the Common Shares) of Petroteq Energy Inc., an Ontario corporation (the Company), which includes any
Common Shares that may become issued and outstanding after the date of the Offer but prior to the expiry time of the Offer (the Expiry Time) upon the exercise, exchange or conversion of the options to acquire Common Shares granted
pursuant to the Companys stock option plan (the Options), the warrants (the Warrants), the convertible debentures (the Convertible Debentures) and any securities of the Company that are exercisable or
exchangeable for or convertible into Common Shares (collectively, the Convertible Securities), at a purchase price of Cdn$0.74 in cash per Common Share (the Offer Price) net to the seller in cash, without interest thereon and
subject to any required tax withholding, upon the terms and subject to the conditions set forth in the offer to purchase dated October 25, 2021 (the Offer to Purchase) and the circular in connection with the accompanying Offer to
Purchase, dated October 25, 2021 (the Circular, and collectively, the Offer to Purchase and Circular), and in the related letter of transmittal (the Letter of Transmittal) and notice of guaranteed delivery
(the Notice of Guaranteed Delivery), copies of which are attached hereto as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively.
As
permitted by General Instruction F to Schedule TO, all information contained in the Offer to Purchase and Circular (including Schedule I and Schedule II to the Offer to Purchase and Circular) and the accompanying Letter of Transmittal and Notice of
Guaranteed Delivery is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, this Schedule TO and is supplemented by the information specifically provided herein.
Item 1.
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Summary Term Sheet.
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Not applicable.
Item 2.
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Subject Company Information.
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(a) The name of the subject company to which this Schedule TO relates is Petroteq Energy Inc., an Ontario corporation. The
Companys principal executive offices are located at 15315 W Magnolia Blvd, Suite 120, Sherman Oaks, California 91403. The Companys telephone number is (800) 979-1897.
(b) This Schedule TO relates to the Common Shares, which includes any Common Shares that may become issued and outstanding after the
date of the Offer but prior to the Expiry Time upon the exercise, exchange or conversion of the Options, the Warrants, the Convertible Debentures and any securities of the Company that are exercisable or exchangeable for or convertible into Common
Shares. The information contained in Section 3 (entitled Certain Information Concerning Securities of Petroteq) of the Circular is incorporated herein by reference.
(c) The information set forth in Section 3 (entitled Certain Information Concerning Securities of Petroteq) of the
Circular is incorporated herein by reference.
Item 3.
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Identity and Background of the Filing Person.
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(a) (c) This Schedule TO is filed by the Offeror and Viston. The information set forth in the following sections of the Offer to
Purchase and Circular is incorporated herein by reference:
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QUESTIONS AND ANSWERS ABOUT THE OFFER
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Section 1 of the Circular The Offeror
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Schedule I to the Offer to Purchase and Circular CERTAIN INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF 2869889 ONTARIO INC.
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Schedule II to the Offer to Purchase and Circular CERTAIN INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF VISTON UNITED SWISS AG
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