Encana Corporation (NYSE,TSX: ECA) today announced the preliminary results of its substantial issuer bid (the “Offer”), which expired at 5:00 p.m. (Eastern time) on August 28, 2019.
Based on the preliminary count by AST Trust Company (Canada), the depositary for the Offer, a total of 127,043,382 common shares of Encana Corporation (“Shares”) were properly tendered and not properly withdrawn, including 1,573,848 Shares that were tendered through notice of guaranteed delivery. In accordance with the terms of the Offer, Encana has informed the depositary that it is taking up Shares properly tendered to the Offer at the time of expiry, subject to proration (as described below). Based on the preliminary count by the depositary for the Offer, Encana expects to take up and purchase for cancellation 47,333,333 Shares at a purchase price of US$4.50 per Share for an aggregate purchase price of approximately US$213 million. The Shares expected to be purchased under the Offer represent approximately 3.5% of the issued and outstanding Shares at the time that the Offer was commenced.
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 are expected to have approximately 70.95% 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 should not expect to have any of their Shares purchased by Encana.
The number of Shares properly tendered and not properly withdrawn, the number of Shares expected to be purchased, the purchase price and the proration factor are all preliminary and subject to verification by the depositary as well as the proper delivery of all Shares tendered (including Shares tendered pursuant to guaranteed delivery procedures). The final number of Shares to be purchased, the final purchase price, and the estimated paid-up capital per Share and “specified amount” (each for purposes of the Income Tax Act (Canada)) will be announced following completion by the depositary of the verification process and the guaranteed delivery period. Promptly after such announcement, payment for the Shares accepted for purchase will be made in accordance with the terms of the Offer, and the depositary will return all other Shares tendered and not purchased.
BMO Nesbitt Burns Inc. and BMO Capital Markets Corp. acted as financial advisors and dealer managers for the Offer and AST Trust Company (Canada) acted as depositary. Any questions regarding the Offer may be directed to the dealer managers or the depositary.
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.