CALGARY, Alberta, Dec. 18, 2018 (GLOBE NEWSWIRE) — Husky Energy (TSX:HSE) today announced it has met all regulatory requirements for its full and fair offer to acquire MEG Energy, including approval granted under the Investment Canada Act.
“Receiving regulatory approvals is a significant step toward realizing this compelling opportunity,” said CEO Rob Peabody. “Our proposal offers an enhanced shareholder return proposition with much lower risk. Together, Husky and MEG will create a stronger, more resilient Canadian energy company.”
NOTICE OF VARIATION
Husky Energy is varying certain terms and conditions of its offer related to the offer to sell, or solicitation of an offer to buy, Husky shares in certain U.S. states, districts and territories in the following manner:
- The State of California will no longer be considered a “Restricted State” with the effect that MEG shareholders resident in California that are not exempt institutional investors will be able to choose to receive share consideration under the offer (subject to pro-ration as set out in the offer).
- MEG shareholders resident in the State of New York may choose to receive share consideration under the offer (subject to pro-ration as set out in the offer).
Additionally, the offer is varied in respect of MEG shareholders who are non-exempt institutional investors residing in a Restricted State. Such shareholders will no longer be deemed to choose to receive only cash consideration under the offer. The Husky shares that such shareholders would have been entitled to receive under the offer, but for restrictions in applicable securities law, will be sold through a broker in Canada on the TSX and the aggregate net proceeds of sale, after expenses, commissions and applicable withholding tax, will be distributed, pro rata, among those shareholders.
Husky will mail a Notice of Variation to registered and beneficial securityholders of MEG.
HUSKY ENGAGES SOLICITING DEALER MANAGER
Husky has engaged TD Securities Inc. as soliciting dealer manager in relation to Husky’s offer to acquire all of MEG’s outstanding shares and will form a soliciting dealer group with respect to MEG shareholders resident in Canada.
Goldman Sachs Canada Inc. and TD Securities Inc. are acting as financial advisors to the offer.
MEG OFFER INFORMATION
Husky’s offer will be open for acceptance until 5 p.m. Eastern Time (3 p.m. Mountain Time) on Wednesday, January 16, 2019. Intermediaries likely have established tendering cut-off times that are prior to the offer expiry time. Shareholders must instruct their intermediaries promptly if they wish to tender.
As previously stated, Husky’s offer announced on September 30, 2018 includes a condition that at least 66 2/3 percent of MEG shares must be tendered before Husky will take up shares to successfully complete the transaction.
For assistance in depositing their shares to the offer, MEG shareholders should contact the Information Agent D.F. King Canada by telephone at 1-800-761-6707 (North American toll-free number) or +1-212-771-1133 (outside North America) or by email at firstname.lastname@example.org
Further details about the benefits of Husky’s offer, as well as instructions on how to tender, are available at www.huskyenergy.com/BetterTogether