CALGARY, Alberta, Sept. 5, 2017 /PRNewswire/ -- Pembina Pipeline
Corporation (TSX: PPL; NYSE: PBA) ("Pembina") and Veresen Inc.
(TSX: VSN) ("Veresen") have announced that the deadline for Veresen
common shareholders ("Shareholders") to elect to receive either
Pembina common shares or cash pursuant to the previously announced
plan of arrangement (the "Arrangement") is 5:00 p.m. (Mountain Time) on September 20, 2017 (the "Election Deadline").
Shareholders may elect to receive either 0.4287 of a common
share of Pembina (the "Share Consideration") or $18.65 in cash (the "Cash Consideration") for
each of their Veresen common shares pursuant to the Arrangement.
Shareholders may only elect to receive either the Share
Consideration or the Cash Consideration for all of their common
shares; Shareholders may not elect to receive a combination of the
Share Consideration and the Cash Consideration. However, any
election by a Shareholder is subject to pro-ration and rounding,
and therefore Shareholders may ultimately receive a combination of
cash and Pembina common shares by operation of the pro-ration
provisions of the Arrangement as described in the Management
Information Circular of Veresen dated June
5, 2017 (the "Circular"). Pursuant to the terms of the
Arrangement, consideration to be received by Shareholders is
subject to pro-ration based on maximum Share Consideration of 99.5
million Pembina common shares and maximum Cash Consideration of
approximately $1.523 billion.
Assuming full pro-ration, each Veresen shareholder would receive
(i) cash in an amount equal to $4.8494 multiplied by the number of Veresen
common shares held by the shareholder, and (ii) 0.3172 of a common
share of Pembina multiplied by the number of Veresen common shares
held by the shareholder.
Registered Shareholders may elect to receive the Share
Consideration or the Cash Consideration by submitting a properly
completed Letter of Transmittal and Election Form on or prior to
the Election Deadline, 5:00 p.m. (Mountain
Time) on September 20, 2017,
to Computershare Trust Company of Canada, the depositary under the Arrangement.
For complete instructions on how to make an election and exchange
Veresen common shares, please refer to the Letter of Transmittal
and Election Form that was previously mailed to registered
Shareholders in June 2017 and is also
available on Veresen's SEDAR profile at www.sedar.com.
Non-registered 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 Shareholders are encouraged to
contact the intermediary that holds shares on their behalf with any
questions about their election.
Shareholders who do not deposit a properly completed Letter of
Transmittal and Election Form, directly or through their
intermediary, prior to the Election Deadline will be deemed to have
elected to receive the Share Consideration, subject to pro-ration
as described above.
Closing of the Arrangement remains subject to approval under the
Competition Act (Canada). Pembina and Veresen currently
expect the Arrangement will close late in the third quarter to
early in the fourth quarter of 2017. A detailed description
of the Arrangement is set forth in the Circular, which has been
filed on SEDAR at www.sedar.com.
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 the
symbols PPL and PBA, 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 two
principal businesses: a pipeline transportation business comprised
of interests in the Alliance Pipeline, the Ruby Pipeline and the
Alberta Ethane Gathering System; and 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.
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, "VSN", "VSN.PR.A",
"VSN.PR.C" and "VSN.PR.E", 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 or Pembina 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 timing of closing of
the Arrangement between Pembina and Veresen. The forward-looking
information provided in this news release is based upon a number of
material factors and assumptions including, without limitation:
that the Arrangement will be completed in the timelines and on the
terms currently anticipated; that all necessary regulatory
approvals, including approval under the Competition Act
(Canada), will be obtained on the
timelines and in the manner currently anticipated; and the ability
of Pembina and Veresen to satisfy, in a timely manner, the other
conditions to closing the Arrangement. Forward-looking information
is subject to a number of risks and other factors that could cause
actual results and events to vary materially from that anticipated
by such forward-looking information. In particular, the completion
of the Arrangement is subject to a number of risks including,
without limitation: regulatory approvals, including approval under
the Competition Act (Canada), may not be obtained in the timelines
or on the terms currently anticipated or at all; and the
Arrangement is subject to a number of closing conditions and no
assurance can be given that all such conditions will be met or will
be met in the timelines required by the arrangement agreement
governing the Arrangement. Readers are cautioned that this list of
risk factors 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
the Circular for further information respecting the risks and other
factors applicable to the Arrangement. Although Veresen and Pembina
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 and Pembina make 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 and Pembina do
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.
For further information:
Pembina Investor Inquiries:
Cam Goldade, Vice President, Capital
Markets, (403) 231‐3156, 1‐855‐880‐7404; Veresen Investor
Inquiries: Mark Chyc-Cies, Vice
President, Corporate Planning & Investor Relations, (587)
480-3040; Pembina Media Inquiries: (403) 231-3148,
media@pembina.com; Veresen Media Inquiries: Riley Hicks, Senior Analyst, Corporate Planning
& Investor Relations, (587) 955-2731,
riley.hicks@vereseninc.com