Columbia Pipeline Group, Inc. (CPG) has announced that it has entered into a definitive agreement to be acquired by TransCanada Corporation for US$25.50 per share in cash. Including the assumption of CPG debt, the total enterprise value of the transaction is approximately US$13 billion. The agreement, which has been unanimously approved by CPG's Board of Directors, represents a premium of approximately 32% to the volume weighted average price over the last 30 days.
"This transaction delivers tremendous value to our shareholders and places CPG within a leading energy platform that can maximize the value of our strategic positioning and deep inventory of transformational growth projects," said CPG Chairman and Chief Executive Officer Robert C. Skaggs, Jr. "The value presented here is a strong endorsement of our team's outstanding work. I am confident that this newly enhanced business will continue to deliver on our core commitments to customers, employees, stakeholders and stockholders."
"This transaction is truly transformational for TransCanada," said Russ Girling, President and CEO of TransCanada. "CPG's interstate pipeline and midstream assets sit directly on top of the fastest growing areas of the Marcellus and Utica Shale regions. This provides us with a complementary asset base, a substantial growth pipeline network and a broad team that has a solid track record of executing on projects and delivering results."
The transaction is expected to close in the second half of 2016, subject to customary closing conditions, including receipt of regulatory approvals. The transaction requires the affirmative vote of holders of a majority of CPG's outstanding shares.
TransCanada has senior unsecured bridge credit facilities in place for up to US$10.3 billion with a syndicate of lenders.Following completion of the transaction, TransCanada will own the general partner of Columbia Pipeline Partners LP (CPPL), all of CPPL's incentive distribution rights and all of CPPL's subordinated units, which represent a 46.5% limited partnership interest in CPPL. Upon closing of the transaction, CPPL will remain a publicly traded partnership.
Goldman, Sachs & Co. and Lazard acted as financial advisors to CPG. Sullivan & Cromwell LLP and Bennett Jones LLP acted as legal counsel to CPG.
Edited from source by Stephanie Roker
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