Pembina Pipeline Corporation (TSX: PPL; N and Veresen Inc. today announced that Veresen shareholders, at Special Meetings of Veresen’s common and preferred shareholders, have approved the transathat will create one of the largest energy infrastructure companies in Canada.
“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.”
Under the terms of the merger, 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 or (ii) $18.65 in cash, 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.
The closing of the transaction remains subject to court approval, as well as certain regulatory and government approvals and other customary closing conditions. It is also 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.