CALGARY, Sept. 4, 2019 /PRNewswire/ - Encana Corporation
(NYSE, TSX: ECA) today announced the final results of its
substantial issuer bid (the "Offer") under which it has accepted to
purchase for cancellation 47,333,333 of its common shares
("Shares") at a purchase price of US$4.50 per Share, for an aggregate purchase
price of approximately US$213
million. Shares purchased under the Offer represent
approximately 3.5% of the issued and outstanding Shares at the time
that the Offer was commenced.
Based on the final count by AST Trust Company (Canada), the depositary for the Offer, a total
of 127,957,593 Shares were properly tendered and not properly
withdrawn. As the Offer was oversubscribed, shareholders who made
auction tenders at a price of US$4.50
or less per Share and purchase price tenders will have
approximately 70.69% of their successfully tendered Shares
purchased by Encana (other than "odd lot" holders, whose Shares
will be purchased on a priority basis). Shareholders who made
auction tenders at a price in excess of US$4.50 per Share will have their Shares returned
by the depositary for the Offer. Payment for the Shares accepted
for purchase under the Offer will occur in accordance with the
terms of the Offer and applicable law.
To assist shareholders in determining the tax consequences of
the Offer, Encana estimates that for the purposes of the Income Tax
Act (Canada), the paid-up capital
per Share is approximately C$8.39 (or
US$6.31, based on the Bank of
Canada daily average foreign
exchange rate as at the expiry of the Offer). Given that the
estimated paid-up capital per Share amount exceeds the purchase
price of US$4.50 per Share,
shareholders who have sold Shares to Encana pursuant to the Offer
will not be deemed to have received a taxable dividend as a result
of such sale.
The "specified amount" for purposes of subsection 191(4) of the
Income Tax Act (Canada) is
US$4.45 (or C$5.92, based on the Bank of Canada daily average foreign exchange rate as
at the expiry of the Offer).
This news release is for informational purposes only and is not
intended to and does not constitute an offer to purchase or the
solicitation of an offer to sell Shares.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - This
news release contains forward-looking statements or information
(collectively, "FLS") within the meaning of applicable securities
legislation, including Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. FLS include: timing for payment for the Shares accepted
for purchase under the Offer, timing for Shares returned by the
depositary and estimated paid-up capital per Share. FLS involve
assumptions, risks and uncertainties that may cause such statements
not to occur or results to differ materially. These assumptions
include: number of Shares properly tendered and not properly
withdrawn prior to expiration of the Offer. Risks and uncertainties
include: changes in or interpretation of laws or regulations; and
other risks and uncertainties as described in Encana's most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q and as
described from time to time in Encana's other periodic filings as
filed on SEDAR and EDGAR.
Although Encana believes such FLS are reasonable, there can be
no assurance they will prove to be correct. The above assumptions,
risks and uncertainties are not exhaustive. FLS are made as of the
date hereof and, except as required by law, Encana undertakes no
obligation to update or revise any FLS.
Further information on Encana Corporation is available by
contacting:
Investor
contacts:
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|
Media
contact:
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(281)
210-5110
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(281)
210-5253
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(403)
645-3550
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SOURCE Encana Corporation