Pembina Pipeline Corporation (Pembina) and Veresen Inc. (Veresen) are pleased to announce that Veresen shareholders – at special meeting of Veresen's common and preferred shareholders held on 11 July – voted to approve the previously announced plan of arrangement (the arrangement) between Pembina and Veresen (the transaction), which will create one of the largest energy infrastructure companies in Canada.
Greater than 99% of Veresen common shares voted at the meeting were voted in favour of the arrangement, with approximately 62% of Veresen's outstanding common shares voted at the meeting. Greater than 99% of Veresen preferred shares voted at the meeting were voted in favour of the arrangement, with approximately 36% of Veresen's outstanding preferred shares voted at the meeting.
“We are very pleased with the overwhelming support of our shareholders to create a leading Canadian energy infrastructure business," said Don Althoff, President and Chief Executive Officer of Veresen. "We strongly believe that the combined company is greater than the sum of its parts and will be well positioned to compete for future investment opportunities in order to drive significant growth over the long-term."
"I am very pleased that Veresen shareholders recognise the merits of this transaction and showed their support at the meeting," said Mick Dilger, Pembina's President and Chief Executive Officer. "With increased size and scale, and the significant operational synergies we will realise, the integration of Pembina and Veresen supports our consolidated adjusted EBITDA growth and positions us for top tier performance going forward. Immediately accretive to free cash flow, this transaction enhances each company's successful strategy of integrated customer service offerings while supporting our focus on delivering sustainable dividend growth to our shareholders into the future."
Under the terms of the transaction, Pembina will acquire all of the issued and outstanding common shares of Veresen in exchange for either (i) 0.4287 of a common share of Pembina (share consideration) or (ii) CAN$18.65 in cash (cash consideration), subject to proration based on a maximum share consideration of approximately 99.5 million Pembina common shares and a maximum cash consideration of approximately CAN$1.523 billion. All of the outstanding preferred shares of Veresen will be exchanged for Pembina preferred shares with the same terms and conditions as the outstanding Veresen preferred shares.
Veresen common shareholders may elect to receive the share consideration or the cash consideration by submitting a properly completed letter of transmittal and election form in advance of an election deadline to be announced by Veresen following satisfaction of certain conditions to the Transaction. Veresen will provide at least 10 business days' notice of the election deadline to common shareholders by means of a news release. Veresen common shareholders who do not deposit a properly completed Letter of transmittal and election form prior to the election deadline will be deemed to have elected to receive the share consideration. The letter of transmittal and election form was previously mailed to registered Veresen common shareholders and is also available on Veresen's SEDAR. Non-registered Veresen common shareholders who hold shares through an intermediary, such as a broker, investment dealer, bank or trust company, should carefully follow the instructions and deadlines from the intermediary that holds shares on their behalf in order to make an election. Non-registered Veresen common shareholders are encouraged to contact the intermediary that holds shares on their behalf with any questions about their election.
Closing of the transaction remains subject to court approval, as well as certain regulatory and government approvals and other customary closing conditions. Completion of the transaction is subject to final acceptance of the Toronto Stock Exchange and approval under the Canadian Competition Act. Pembina and Veresen currently expect the transaction will close late in the third quarter or early in the fourth quarter of 2017.
Read the article online at: https://www.worldpipelines.com/business-news/12072017/veresen-shareholders-vote-to-merge-with-pembina/