- Pipestone encourages all shareholders to vote FOR the Arrangement today to ensure their votes are counted; the proxy voting deadline is 10:00 a.m. (Calgary time) on Monday, September 25, 2023
- Have questions or need help voting? Call Kingsdale Advisors on 1-888-659-1824 (toll free in North America), email contactus@kingsdaleadvisors.com, or visit www.pipestonestrathcona.com
CALGARY, Alberta, Sept. 20, 2023 (GLOBE NEWSWIRE) — (PIPE – TSX) Pipestone Energy Corp. (“Pipestone” or the “Company”) today announced that leading proxy advisory firm Institutional Shareholder Services (“ISS”) has reviewed the arguments of GMT Capital Corp. (“GMT”) in its dissident proxy circular dated September 15, 2023 and reaffirmed its recommendation that shareholders vote FOR the proposed arrangement (the “Arrangement”) with Strathcona Resources Ltd. (“Strathcona”) that would see Pipestone and Strathcona combine to become one of Canada’s largest energy producers.
“Upon review, the dissident arguments do not appear well supported and there is no clear indication as to whether a rejection of the deal would enhance shareholder value or lead to an enduring improvement in PIPE’s share price. As such, ISS continues to recommend shareholders vote FOR the transaction,” ISS said.
Shareholders of Pipestone (“Shareholders”) should not be distracted by GMT’s flawed and misleading arguments.
As Pipestone has outlined in detail, the dissident circular of US-based GMT is rife with flawed assumptions and misleading arguments against this value-creating transaction. Click here to read Pipestone’s news release dated September 17, 2023 and click here to access the accompanying investor presentation, each of which provide in-depth rebuttals to GMT’s arguments.
There is nothing new in GMT’s speculative arguments in its dissident proxy circular, which focuses on short-term, cherry-picked data, nor does GMT have a value-enhancing plan for the standalone Company.
GMT’s argument can be summarized as nothing more than “kill the deal and hope for the best.” But hope is not a strategy the board of directors of Pipestone (the “Board”) and Pipestone can support. Neither should Shareholders.
By contrast, Pipestone believes that the Arrangement offers numerous advantages for Shareholders. The all-share consideration will enable Shareholders to fully participate in the upside of a much larger and more diversified producer that is expected to benefit from scale at 185,000 boe/d; a well-positioned reserves base and much longer life at over 38 years; better access and lower cost to capital; extending our tax shelter by over two years; and a potential positive re-rating by markets.
The independent committee (the “Special Committee”) of the Board and the Board have determined that the Arrangement is in the best interests of Pipestone and the Shareholders and it has the full, signed backing of management of Pipestone.
“We are pleased to see the continued support for the Arrangement from independent parties such as ISS. Management fully supports the Arrangement which we believe is superior to the status quo, significantly reducing the go-forward technical risk of the business while allowing Pipestone shareholders to participate in future upside,” said Dustin Hoffman, Chief Operating Officer and Interim President and Chief Executive Officer of Pipestone.
The determinations of the Special Committee and the Board came after an extensive and robust strategic review process that considered all alternatives available to Pipestone, including the arguments and options put forward by GMT, and was supported by the advice of Pipestone’s financial and legal advisors.
The 18-month strategic review process that began in early 2022 evaluated over 75 potential counterparties. In February 2023 Pipestone received an initial proposal from Strathcona. The terms of the Strathcona proposal were improved through several revised proposals. The definitive arrangement agreement with Strathcona was signed on July 31, 2023 and includes support agreements from management and Riverstone Holdings LLC, a significant and highly sophisticated shareholder in Pipestone.
Throughout Pipestone’s thorough strategic review process, the Special Committee and the Board consistently compared the Strathcona transaction to the status quo as a standalone single-asset producer, and against other potential alternatives for the Company. Those included alternatives identified during the long and robust strategic review process and included those put forward by GMT.
The recommendations that Shareholders vote “FOR” the Arrangement by the independent proxy advisory firms ISS and Glass Lewis underscore the Board’s recommendation. The job of ISS and Glass Lewis is to review transaction terms and process in detail and offer proxy voting guidance to investment managers, mutual funds, pension funds, and other institutional investors.
Pipestone once again thanks Shareholders for the strong support they have shown so far by voting FOR the Arrangement and encourages all Shareholders to vote FOR the Arrangement before 10:00 a.m. (Calgary time) on Monday, September 25, 2023. Details on how to do so can be found below.
PIPESTONE SPECIAL SHAREHOLDER MEETING
Shareholders must take action to vote by proxy before 10:00 a.m. (Calgary time) on Monday, September 25, 2023
On August 28, 2023, Pipestone filed a management information circular (the “Circular”) and related meeting materials (the “Meeting Materials”) in connection with the special meeting of Shareholders (the “Meeting”). The Meeting is scheduled to be held 10:00 a.m. (Calgary time) on September 27, 2023 and will be held in a virtual-only format that will be conducted via live audio webcast accessible at https://web.lumiagm.com/218234565.
The sole purpose of the Meeting is for the Shareholders to consider and, if deemed advisable, approve the Arrangement. Further details regarding the Meeting are set forth in the Circular.
The Board of Pipestone has approved the Arrangement and recommends that Shareholders vote FOR the Arrangement at the Meeting.
Copies of the Meeting Materials are available on www.pipestonestrathcona.com and under Pipestone’s SEDAR+ profile at www.sedarplus.ca.
HOW TO VOTE
Pipestone has retained Kingsdale Advisors as its proxy solicitation agent and strategic shareholder and communications advisor in connection with the Meeting. Shareholders with questions are encouraged to contact Kingsdale Advisors by email or at one of the numbers below:
North America (Toll-Free): 1-877-659-1824
Outside of North America (Collect Calls): 416-623-2514
Email: contactus@kingsdaleadvisors.com
Visit: www.pipestonestrathcona.com
VOTE “FOR” NOW
Details on how to vote can also be found in the Circular under “Voting Information”. All Shareholders are encouraged to vote in advance of the Meeting by proxy, whether or not a Shareholder is intending to attend the Meeting in person (virtually).