NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, Oct. 1, 2014 /CNW/ – Veresen Inc. (“Veresen”) (TSX: VSN) is pleased to announce that it has closed its previously announced bought deal offering and has issued 56,120,000 subscription receipts at a price of $16.40 per subscription receipt for gross proceeds of approximately $920 million. This includes the issuance of 7,320,000 subscription receipts on the exercise in full of the over-allotment option granted to the underwriters, which was exercised concurrently with the closing of the offering. The offering was made through a syndicate of underwriters led by Scotiabank as bookrunner and co-led by CIBC World Markets Inc. and TD Securities Inc.
The net proceeds of the offering will be used to partially fund the previously announced acquisition by Veresen, through an indirect wholly-owned subsidiary, of the 50% convertible preferred interest owned by Global Infrastructure Partners in the Ruby pipeline system for US$1.425 billion.
Each subscription receipt will entitle the holder thereof to receive, concurrent with closing of the Ruby acquisition and upon satisfaction of certain escrow release conditions and without payment of additional consideration or further action, one common share of Veresen plus an amount equal to the dividends Veresen declares on the common shares, if any, for record dates which occur from today to the date immediately preceding the date that common shares are issued on the exchange of the subscription receipts, net of any applicable withholding taxes.
The gross proceeds from the sale of the subscription receipts will be held by an escrow agent pending, among other things, receipt of all regulatory and government approvals required to finalize the Ruby acquisition, and fulfillment or waiver of all other outstanding conditions precedent to closing the Ruby acquisition. In the event the Ruby acquisition does not close prior to 5:00 pm EST on January 30, 2015, or if the agreement with respect to the Ruby acquisition is terminated prior to such time, the holders of the subscription receipts will be entitled to receive an amount equal to the full subscription price thereof plus their pro rata share of the interest earned on such amount, net of any applicable withholding taxes.
The subscription receipts will commence trading on the Toronto Stock Exchange today under the symbol VSN.R.
This news release does not constitute an offer to sell or the solicitation of an offer to buy subscription receipts or common shares issuable upon the exchange of subscription receipts in the United States or in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The subscription receipts and common shares issuable upon the exchange of subscription receipts have not been approved or disapproved by any regulatory authority. The subscription receipts and common shares issuable upon the exchange of subscription receipts have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered, sold or delivered in the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Veresen Inc.
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 three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago, the Hythe/Steeprock complex, and other natural gas and natural gas liquids processing energy infrastructure; and a power business with a portfolio of assets in Canada and the United States. Veresen is also actively developing a number of greenfield projects, including the Jordan Cove LNG terminal, a six million tonne per annum natural gas liquefaction facility proposed to be constructed in Coos Bay, Oregon, and the Pacific Connector Gas Pipeline, a 234-mile natural gas transmission system proposed to originate in Malin, Oregon and terminate at the Jordan Cove LNG terminal. In the normal course of its business, Veresen regularly evaluates and pursues acquisition and development opportunities.
Veresen’s common shares, Series A Preferred Shares, Series C Preferred Shares, and 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 are listed on the Toronto Stock Exchange under the symbols “VSN”, “VSN.PR.A”, “VSN.PR.C” and VSN.DB.C”, respectively. For further information, please visit www.vereseninc.com.
Certain information contained herein relating to, but not limited to, to Veresen and its businesses, the Ruby acquisition and the use of proceeds from the sale of subscription receipts constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as “will”, “may”, “estimate”, “anticipate”, “believe”, “expect”, “potential”, “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 Ruby acquisition and the use of the proceeds from the sale of subscription receipts. Additional information on risks, uncertainties and factors that could affect the foregoing forward-looking information and/or Veresen’s operations or financial results is included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that such additional information 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. Although Veresen 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 makes 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 does 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.
All dollar amounts contained in this news release are in Canadian dollars unless otherwise specified.
SOURCE Veresen Inc.
For further information:
Dorreen Miller, Director, Investor Relations
Phone: (403) 213-3633