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.
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.
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.
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
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