CALGARY, AB, Nov. 4, 2020 /CNW/ - Jupiter Resources Ltd.
("Jupiter" or the "Company") today announced a transaction to sell
to Tourmaline Oil Corp. (TSX: TOU) ("Tourmaline") in an all-stock
transaction valued at approximately $626
million, inclusive of debt.
Pursuant to the transaction, for each common share Jupiter
shareholders will receive approximately 0.2365 of a Tourmaline
common share. In addition, as part of the transaction Jupiter will
redeem the 13.00% second-priority senior secured cash/PIK notes due
February 5, 2024 in accordance with
the terms of its note purchase agreement at a price equal to 101%
of the aggregate principal amount redeemed, plus any accrued and
unpaid interest to the redemption date.
"I am incredibly proud of the Jupiter team and everything we
accomplished over the past six years. Each new season brought
unique challenges but through commitment, collaboration, innovation
and perseverance we emerged stronger every time. I am confident
that the high-quality business we built will support Tourmaline's
ambition to become North America's
most efficient and profitable natural gas producer," stated
Simon Bregazzi, Jupiter's CEO.
Transaction Approvals
The transaction is to be completed by way of a plan of
arrangement under the Canada Business Corporation Act and is
subject to the approval of at least two-thirds of the Jupiter
shareholders present in person or represented by proxy at a special
meeting of shareholders expected to be held in mid-December 2020.
Jupiter's four largest shareholders have entered into agreements
with Tourmaline in support of the transaction representing, in
aggregate, approximately 92% of Jupiter's outstanding common
shares.
The board of directors of each of Jupiter and Tourmaline have
unanimously approved the transaction.
The transaction is subject to various closing conditions in
addition to shareholder approval, including regulatory and court
approvals, and is expected to close by the end of 2020.
Further details with respect to the transaction will be included
in an information circular to be mailed to Jupiter shareholders in
connection with the special meeting.
Jupiter shareholders who are non-residents of Canada for purposes of the Income Tax
Act (Canada) ("Non-Residents")
must obtain a tax clearance certificate from the Canada Revenue
Agency ("CRA") pursuant to section 116 of the Income Tax Act
(Canada) in order to receive full
consideration for their Jupiter shares.
Information regarding tax matters in this press release is for
general information purposes only and does not constitute tax
advice. Further details will be included in the information
circular. Obtaining a tax clearance certificate from the CRA can be
a lengthy process and Non-Residents should consult with their tax
advisors as soon as possible.
Advisors
Peters & Co. Limited ("Peters & Co.") is acting as lead
financial advisor, and RBC Capital Markets and TD Securities are
acting as financial advisors to Jupiter Resources Inc. in
connection with the transaction. Peters & Co. has provided a
verbal fairness opinion in connection with the transaction, subject
to the assumptions made and limitations and qualifications included
in their written opinion. Blake, Cassels & Graydon LLP and
Vinson & Elkins LLP are acting as legal advisors to
Jupiter.
About Jupiter
Jupiter is an independent Calgary-based energy company with an
operations office in Grande Cache,
Alberta. The Company is focused on the acquisition,
development and production of unconventional liquids-rich natural
gas properties in the Western Canadian Sedimentary Basin. For more
information visit: www.jupiterresources.com
About Tourmaline
Tourmaline is a Canadian senior crude oil and natural gas
exploration and production company focused on long-term growth
through an aggressive exploration, development, production and
acquisition program in the Western Canadian Sedimentary Basin. For
more information visit: www.tourmalineoil.com
Forward Looking Information
This press release contains certain forward-looking information
within the meaning of Canadian securities laws. Forward-looking
information relates to future events or future performance and is
based upon the Jupiter's current internal expectations, estimates,
projections, assumptions and beliefs. All information other than
historical fact is forward-looking information. Words such as
"plan", "expect", "intend", "believe", "anticipate", "estimate",
"may", "will", "potential", "proposed" and other similar words that
indicate events or conditions may occur are intended to identify
forward-looking information. More particularly and without
limitation, this press release contains forward looking information
relating to the anticipated benefits of the transaction to Jupiter
and its shareholders; the timing and anticipated receipt of
required shareholder, court and regulatory approvals for the
transaction; the ability of Jupiter and Tourmaline to satisfy the
other conditions to complete the transaction; and the anticipated
timing of the holding of the special meeting and the closing of the
transaction.
The transaction value of approximately $626 million is based on a Tourmaline share price
of $17.60 and inclusive of debt at
closing estimated to be $200
million.
In respect of the forward-looking information concerning
completion of the transaction and the anticipated timing for
completion of the transaction, Jupiter has provided such in
reliance on certain assumptions that they believe are reasonable at
this time, including assumptions as to the time required to prepare
and mail special meeting materials, including the information
circular; the ability of the parties to receive, in a timely
manner, the necessary shareholder, court and regulatory approvals,
including but not limited to the receipt of applicable
Competition Act (Canada) approvals; and the ability of the
parties to satisfy, in a timely manner, the other conditions to the
closing transaction.
By their nature, forward-looking information are subject to
numerous risks and uncertainties, some of which are beyond
Jupiter's control. Completion of the transaction is subject to a
number of conditions which are typical for transactions of this
nature. Failure to satisfy any of these conditions may result in
the termination of the transaction. The foregoing list is not
exhaustive. Additional information on these and other risks
that could affect completion of the transaction will be set forth
in the information circular, which will be available on Jupiter's
investor portal at www.jupiterresources.com/investors. Readers are
cautioned that the assumptions used in the preparation of such
information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking information. The
actual results, performance or achievement of Jupiter could differ
materially from those expressed in, or implied by, the
forward-looking information and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking
information will transpire or occur, or if any of them do so, what
benefits that Jupiter will derive therefrom.
Jupiter disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws.
SOURCE Jupiter Resources Ltd