CALGARY, Alberta, Sept. 22, 2017 /PRNewswire/ -- Pembina
Pipeline Corporation (TSX: PPL; NYSE: PBA) ("Pembina") and Veresen
Inc. (TSX: VSN) ("Veresen") have announced the results of elections
by Veresen common shareholders ("Shareholders") to receive either
Pembina common shares or cash pursuant to the previously announced
plan of arrangement (the "Arrangement").
Based on elections received and applicable pro rationing, each
Shareholder who elected cash will receive (i) cash in an amount
equal to approximately $6.4314, and
(ii) approximately 0.2809 of a Pembina common share, in each case
multiplied by the number of Veresen common shares held by such
shareholder. Shareholders who elected Pembina common shares or did
not make an election will not be subject to pro-rationing and will
receive 0.4287 of a Pembina common share for each Veresen common
share held. No fractional Pembina shares will be issued pursuant to
the Arrangement and therefore the consideration received by any
individual shareholder may be subject to adjustment according to
the provisions for rounding described in the management information
circular of Veresen dated June 5,
2017. Based on the pro rationing described herein, total
consideration for the acquisition of Veresen common shares shall
consist of approximately $1.5225
billion in cash and approximately 99.466 million common
shares of Pembina. Receipt of any consideration by Shareholders
remains subject to the closing of the Arrangement, which, in turn,
remains subject to approval under the Competition Act
(Canada).
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, 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,
including the expected closing of the Arrangement. The
forward-looking information provided in this news release is based
upon a number of material factors and assumptions that management
of Veresen and Pembina has made in respect thereof as of the date
of this news release, including, without limitation, the ability of
Pembina and Veresen to complete the Arrangement as expected and on
the expected timeline. Although management of Veresen and Pembina
believes that the expectations and material factors and assumptions
reflected in these forward-looking statements are reasonable as of
the date hereof, there can be no assurance that these expectations,
factors and assumptions will prove to be correct.
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, including, but not limited to, the failure of the
parties to complete the Arrangement, and certain other risks
detailed from time to time in Pembina's and Veresen's public
disclosure documents including, among other things, those detailed
under "Risk Factors" in Pembina's and Veresen's management's
discussion and analysis and annual information form for the year
ended December 31, 2016, which can be
found at www.sedar.com under Pembina's and Veresen's respective
profiles. Readers are also urged to consult the disclosure provided
under the heading "Risk Factors" in Veresen's management
information circular dated June 5,
2017, which was filed on SEDAR under Veresen's profile, for
further information respecting the risks and other factors
applicable to the Arrangement and the completion thereof. 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. Accordingly, readers are cautioned that events or
circumstances could cause results to differ materially from those
predicted, forecasted or projected. Furthermore, the
forward-looking statements contained herein are made as of the date
hereof, and neither Pembina nor Veresen does 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 Inquires: 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