CALGARY, July 11, 2017 /CNW/ - Pembina Pipeline
Corporation (TSX: PPL; NYSE: PBA) ("Pembina") and Veresen Inc.
(TSX: VSN) ("Veresen") are pleased to announce that Veresen
shareholders, at Special Meetings of Veresen's common and preferred
shareholders held today, voted to approve the previously announced
plan of arrangement (the "Arrangement") between Pembina and Veresen
(the "Transaction") that will create one of the largest energy
infrastructure companies in Canada.
Greater than 99 percent of Veresen common shares voted at the
meeting were voted in favor of the Arrangement, with approximately
62 percent of Veresen's outstanding common shares voted at the
meeting. Greater than 99 percent of Veresen preferred shares voted
at the meeting were voted in favor of the Arrangement, with
approximately 36 percent 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 recognize 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
realize, 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 (the "Share
Consideration") or (ii) $18.65 in
cash (the "Cash Consideration"), subject to pro-ration based on a
maximum Share Consideration of approximately 99.5 million Pembina
common shares and a maximum Cash Consideration of approximately
$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 profile at www.sedar.com. 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.
About Pembina
Calgary-based Pembina is a
leading transportation and midstream service provider that has been
serving North America's energy
industry for over 60 years. Pembina owns and operates an integrated
system of pipelines that transport various products derived from
natural gas and hydrocarbon liquids produced primarily in western
Canada. The Company also owns and
operates gas gathering and processing facilities and an oil and
natural gas liquids infrastructure and logistics business.
Pembina's integrated assets and commercial operations along the
majority of the hydrocarbon value chain allow it to offer a full
spectrum of midstream and marketing services to the energy sector.
Pembina is committed to working with its community and aboriginal
neighbours, while providing value for investors in a safe,
environmentally responsible manner. This balanced approach to
operating ensures the trust Pembina builds among all of its
stakeholders is sustainable over the long term. Pembina's common
shares trade on the Toronto and
New York stock exchanges under,
respectively. Pembina's preferred shares also trade on the
Toronto stock exchange. For more
information, visit www.pembina.com.
About Veresen
Veresen is a publicly-traded dividend paying corporation based
in Calgary, Alberta that owns and
operates energy infrastructure assets across North America. Veresen is engaged in three
principal businesses: a pipeline transportation business comprised
of interests in the Alliance Pipeline, the Ruby Pipeline and the
Alberta Ethane Gathering System; a midstream business which
includes a partnership interest in Veresen Midstream Limited
Partnership, which owns assets in western Canada, and an ownership interest in
Aux Sable, which owns a world-class
natural gas liquids (NGL) extraction facility near Chicago, and other natural gas and NGL
processing energy infrastructure; Veresen is also developing Jordan
Cove LNG, a 7.8 million tonne per annum natural gas liquefaction
facility proposed to be constructed in Coos Bay, Oregon, and the associated Pacific
Connector Gas Pipeline. In the normal course of business, Veresen
regularly evaluates and pursues acquisition and development
opportunities.
Veresen's Common Shares, Cumulative Redeemable Preferred Shares,
Series A, Cumulative Redeemable Preferred Shares, Series C, and
Cumulative Redeemable Preferred Shares, Series E trade on the
Toronto Stock Exchange under the symbols, respectively. For further
information, please visit www.vereseninc.com.
Forward-looking Information
Certain information contained in this news release constitutes
forward-looking information under applicable securities laws. All
statements, other than statements of historical fact, which address
activities, events or developments that Veresen expects or
anticipates may or will occur in the future, are forward-looking
information. Forward-looking information typically contains
statements with words such as "may", "estimate", "anticipate",
"believe", "expect", "plan", "intend", "target", "project",
"forecast" or similar words suggesting future outcomes or outlook.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to the ability of the
combined company to compete for future investment opportunities and
to realize growth; operational synergies realized by the combined
company; future EBITDA growth and the corresponding impact on free
cash flow; the ability to grow dividends; the timing and
anticipated receipt of required regulatory and court approvals; and
the timing of closing of the Transaction between Pembina and
Veresen. Readers are also cautioned that such additional
information is not exhaustive. The impact of any one risk,
uncertainty or factor on a particular forward-looking statement is
not determinable with certainty as these factors are independent
and management's future course of action would depend on its
assessment of all information at that time. Readers are urged to
consult the disclosure provided under the heading "Risk Factors" in
Veresen's management information circular dated June 5, 2017, which has been filed on SEDAR at
www.sedar.com for further information respecting the risks and
other factors applicable to the Transaction. Although Veresen
believes that the expectations conveyed by the forward-looking
information are reasonable based on information available on the
date of preparation, no assurances can be given as to future
results, levels of activity and achievements. Undue reliance should
not be placed on the information contained herein, as actual
results achieved will vary from the information provided herein and
the variations may be material. Veresen makes no representation
that actual results achieved will be the same in whole or in part
as those set out in the forward-looking information. Furthermore,
the forward-looking statements contained herein are made as of the
date hereof, and Veresen does not undertake any obligation to
update publicly or to revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable laws. Any forward-looking
information contained herein is expressly qualified by this
cautionary
statement.
SOURCE Pembina Pipeline Corporation