Strathcona Resources Ltd. Announces Amended and Extended Offer to Acquire MEG Energy Corp.
The Amended Offer equates to
As previously disclosed, in the fourth quarter Strathcona intends to undertake a special distribution of
Upon completion of the Amended Offer and payment of the Special Distribution, Strathcona expects to have approximately 410 million shares outstanding and
Contrary to claims by the MEG board of directors, WEF has a long-term view of the business and has no current plans to sell any of its Strathcona Shares. Confirming its long-term commitment to Strathcona, WEF today also announced it would be willing to enter into a mutually acceptable lock-up agreement as part of a supported transaction with the MEG board.
The MEG Board Deal is Unfair to MEG Shareholders and the Result of a Broken Sale Process
The MEG Board Deal's cash-heavy structure forces MEG shareholders to crystalize value, leaving MEG shareholders with only 4% of the future upside in their long-life asset through their ongoing ownership in Cenovus. Market reaction confirmed the highly lopsided nature of the deal, with Cenovus shares rising approximately 10% in the days following the announcement, equating to approximately
This extraordinary outcome was the product of a MEG board of directors which has amongst the lowest share ownership in the Canadian oil and gas sector and a broken sale process which clearly generated little interest from other industry players and excluded Strathcona. Since making its original offer to the MEG board on
While Strathcona respects Cenovus' reasonable intentions of trying to secure a tremendous deal for its shareholders by taking advantage of these dynamics, as previously disclosed, Strathcona intends to vote its 14.2% interest in MEG against the MEG Board Deal at the special meeting of MEG shareholders scheduled for
Strathcona wholeheartedly agrees with Cenovus that there are significant synergies and low-hanging fruit investment opportunities to improve operations on MEG's asset base that can only be captured by a larger, diversified SAGD operator. While Strathcona concedes that certain synergies can only be captured by an adjacent operator (such as accessing stranded lease boundary resource), substantially all the remaining synergies and investment opportunities identified by Cenovus are also available to Strathcona. Under Strathcona's Amended Offer, MEG shareholders will participate 43% in these synergies, approximately ten times the 4% participation MEG shareholders receive under the MEG Board Deal.
Key Benefits of Strathcona's Amended Offer for MEG Shareholders
-
11% Premium to MEG Board Deal:
$30.86 / MEG Share consideration under Amended Offer, versus$27.79 / MEG Share current value of MEG Board Deal ($27.25 / MEG Share announced MEG Board Deal value). -
Full Participation in Future Upside: 100% share consideration of Amended Offer results in 43% continued ownership for MEG shareholders, versus 4% under the MEG Board Deal; the MEG Board Deal crystallizes value, delivers almost all synergy value to Cenovus and deprives MEG shareholders of decades of future upside from a long life oil asset.
-
25%+ Average Per Share Accretion on Key Metrics: 13% - 40% per share accretion for MEG shareholders on key metrics including Funds Flow1, Funds Flow less Sustaining Capex1, current production, and 1P NAV, while maintaining debt at ~1.1x Net Debt / EBITDA1 at
US$60 WTI, best-in-class margins per boe and best-in-class reserve life index.
Key Benefits of Strathcona's Amended Offer for SCR Shareholders
-
10%+ Average Per Share Accretion on Key Metrics: 7% - 14% per share accretion for SCR shareholders on key metrics including Funds Flow1, Funds Flow less Sustaining Capex1, current production, and 1P NAV, while maintaining debt at ~1.1x Net Debt / EBITDA1 at
US$60 WTI, best-in-class margins per boe and best-in-class reserve life index. -
Immediate Increase in Liquidity and Index Inclusion Eligibility: Expected immediate ~12x increase in daily trading volume to approximately
$65 million per day, plus eligibility for all major Canadian equity indexes for the combined Strathcona and MEG, catalyzing passive investor demand.
Key Benefits of Strathcona's Amended Offer for Both MEG and SCR Shareholders
-
Meaningful Ownership in a Uniquely Positioned North American Oil Champion: Strathcona to be by far the largest pure-play oil company in
North America which does not own mines or refineries, with best-in-class profitability, growth profile and reserve life. -
Meaningful and Achievable Synergies:
$205 million of annual synergy opportunities, including$50 million in overhead reduction opportunities,$55 million in interest savings and$100 million in operating synergy opportunities. - Upgrade to Investment Grade: Investment grade upgrade is expected for the combined business, confirmed based on recent discussions between Strathcona and rating agency, leading to lower cost of capital and fully unsecured capital structure.
A notice of variation, change and extension (the "Notice of Variation and Change") with respect to the Amended Offer is expected to be mailed to registered securityholders of MEG this week and will be filed with the Canadian securities regulators on SEDAR+ under MEG's profile at www.sedarplus.ca and posted on Strathcona's website. In addition to the amended consideration offered by Strathcona, the Notice of Variation and Change will include updates to the information set forth in Strathcona's original offer and accompanying take-over bid circular of Strathcona dated
MEG and Strathcona shareholders are encouraged to review an updated offer presentation posted on Strathcona's website for further details, a copy of which will be included in the Notice of Variation and Change. Full details of the Amended Offer and the related documents including, once filed, the Notice of Variation and Change, will be available on MEG's profile at www.sedarplus.ca and on Strathcona's website: https://www.strathconaresources.com/meg-energy-offer.
Shareholders who have questions or require assistance in depositing MEG Shares to the Amended Offer should contact the Information Agent,
Copies of the Original Offer to Purchase and Circular are, and copies of the Notice of Variation and Change will be, available without charge on request from Strathcona by email at info@strathconaresources.com or by phone at (403) 930-3000 or by contacting
About Strathcona
Strathcona is one of
For more information about Strathcona, visit www.strathconaresources.com.
Website addresses are provided for informational purposes only and no information contained on, or accessible from, such websites is incorporated by reference in this news release unless expressly incorporated by reference.
Non-GAAP Financial Measures and Ratios
Non-GAAP financial measures and ratios are used internally by management to assess the performance of Strathcona. They also provide investors with meaningful metrics to assess Strathcona's performance compared to other companies in the same industry. However, Strathcona's use of these terms may not be comparable to similarly defined measures presented by other companies. Investors are cautioned that these measures should not be construed as an alternative to financial measures determined in accordance with generally accepted accounting principles ("GAAP") and these measures should not be considered to be more meaningful than GAAP measures in evaluating Strathcona's performance.
The following tables include a reconciliation of the non-GAAP measures used throughout this press release to their most comparable GAAP measure. Subsequent adjustments have been made to reflect the
"Net Debt" and "Net Debt (Post Montney Disposition)" are used by management to analyze leverage and liquidity. Net Debt is calculated as debt less cash and cash equivalents, less marketable securities (when applicable), plus unamortized debt costs. Net Debt (Post Montney Disposition) reflects Net Debt after giving effect to the
The following table summarizes "Net Debt" and "Net Debt (Post Montney Disposition)" of Strathcona, MEG and the combined business as at
|
|
||
($ millions) |
Strathcona |
MEG |
Combined |
|
|
|
|
Debt |
2,462 |
858 |
3,320 |
Cash and cash equivalents |
— |
(156) |
(156) |
Unamortized debt costs |
25 |
6 |
31 |
Net Debt |
2,487 |
708 |
3,195 |
Adjustment for Montney Disposition |
(2,719) |
— |
(2,719) |
Net Debt (Post Montney Disposition) |
(232) |
708 |
476 |
"Net Debt to EBITDA" is a liquidity measure used by management to assess Strathcona's ability to repay debt, assuming that EBITDA remains consistent in future years. "Net Debt to EBITDA (Post Montney Disposition)" reflects Net Debt to EBITDA after giving effect to the
The following table summarizes "EBITDA", "EBITDA (Post Montney Disposition)", "Net Debt to EBITDA" and "Net Debt to EBITDA (Post Montney Disposition)" of Strathcona, MEG and the combined business as at and for the year ended
|
Year Ended |
||
($ millions, unless otherwise indicated) |
Strathcona |
MEG |
Combined |
|
|
|
|
Oil and natural gas sales |
5,336 |
4,762 |
10,098 |
Sales of purchased products |
75 |
978 |
1,053 |
Purchased product |
(75) |
(958) |
(1,033) |
Blending costs |
(1,081) |
(1,682) |
(2,763) |
Royalties |
(663) |
(591) |
(1,254) |
Production and operating |
(812) |
(290) |
(1,102) |
Transportation and processing |
(577) |
(625) |
(1,202) |
General and administrative |
(101) |
(73) |
(174) |
Stock-based compensation |
— |
(24) |
(24) |
EBITDA |
2,102 |
1,497 |
3,599 |
Adjustments for |
(458) |
— |
(458) |
Synergies - Combined Company |
— |
— |
75 |
EBITDA (Post Montney Disposition) |
1,645 |
1,497 |
3,217 |
|
|
|
|
Net Debt to EBITDA |
1.17x |
0.47x |
0.88x |
Net Debt to EBITDA (Post Montney Disposition) |
na |
0.47x |
0.18x |
"Funds Flow" is used by management to analyze operating performance and provides an indication of the funds generated by Strathcona's principal business to either fund operating activities, re-invest to either maintain or grow the business, make debt repayments or pay dividends. Funds Flow is derived from income adjusted for non-cash items, realized and unrealized gains and losses on risk management contracts, loss on settlement of other obligations, transaction related costs, debt extinguishment expense and other. "Funds Flow (Post Montney Disposition)" reflects Funds Flow after giving effect to the
"Funds Flow less Sustaining Capex" is used by management to analyze operating performance and provides an indication of the funds generated by Strathcona's principal business to either fund operating activities, re-invest to grow the business, make debt repayments or pay dividends. Sustaining Capex represents the estimated capital expenditures required to maintain production at its current level. "Funds Flow less Sustaining Capex (Post Montney Disposition)" reflects Funds Flow less Sustaining Capex after giving effect to the
The following table summarizes "Funds Flow", "Funds Flow (Post Montney Disposition)" and "Funds Flow less Sustaining Capex (Post Montney Disposition)" of Strathcona, MEG and the combined business as at
|
Year Ended |
||
($ millions, unless otherwise indicated) |
Strathcona |
MEG |
Combined |
|
|
|
|
Income |
604 |
507 |
1,111 |
Deferred tax expense |
249 |
185 |
434 |
Depletion, depreciation and amortization |
874 |
620 |
1,494 |
Unrealized loss - foreign exchanged |
68 |
65 |
133 |
Risk management contracts |
44 |
(22) |
22 |
Loss on settlement of other obligation |
4 |
— |
4 |
Transaction related costs |
1 |
— |
1 |
Finance costs |
88 |
— |
88 |
Stock-based compensation |
— |
24 |
24 |
Debt extinguishment expense |
— |
7 |
7 |
Other |
— |
4 |
4 |
Funds Flow |
1,932 |
1,391 |
3,322 |
Adjustments for |
(427) |
— |
(427) |
Synergies - Combined Company |
— |
— |
75 |
Interest Changes - Montney Disposition |
170 |
— |
170 |
Interest Changes - Combined Company, Incl. Finance Synergies |
— |
— |
(63) |
Finance expense, excl. amortization of debt issuance costs |
(68) |
— |
(68) |
Funds Flow (Post Montney Disposition) |
1,607 |
1,391 |
3,009 |
Sustaining Capex |
(499) |
(453) |
(952) |
Synergies - Combined Company |
— |
— |
40 |
Funds Flow less Sustaining Capex (Post Montney Dispositions) |
1,108 |
938 |
2,097 |
Supplementary Financial Measures
"Accretion / (Dilution)" refers to the change in per-share financial metrics resulting from a transaction, and is used by management to assess the impact of an acquisition or merger. It is calculated by comparing a company's share of the combined company's attributes versus that same company's standalone attributes prior to the transaction. The accretion / (dilution) metrics include the effect of synergies. To account for the value Strathcona and MEG shareholders are receiving in the form of the Special Distribution, all accretion / (dilution) metrics assume Strathcona and MEG shareholders re-invest their Special Distribution into Strathcona at
No Offer or Solicitation
This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities. The Amended Offer to acquire MEG Shares and issue Strathcona Shares in connection therewith is made solely by, and subject to the terms and conditions set out in, the Original Offer to Purchase and Circular, the Notice of Variation and Change, and the letter of transmittal and notice of guaranteed delivery accompanying the Original Offer to Purchase and Circular (the "Offer Documents"). The Offer Documents contain important information about the Amended Offer and should be read in their entirety by MEG shareholders.
Additional Information About the Amended Offer and Where to Find It
In connection with the Amended Offer,
Forward-Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable
Although
Because actual results or outcomes could differ materially from those expressed in any forward-looking information, readers should not place undue reliance on any such forward-looking information. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. In particular, there are certain risks related to the consummation of the Amended Offer and the combination of
The declaration of the Special Distribution on Strathcona Shares is at the sole discretion of the board of
This news release contains information that may constitute financial outlook about the prospective financial performance, financial position or cash flows of the company resulting from the combination of
Please refer to the updated offer presentation posted on
The forward-looking information contained in this news release is provided as of the date hereof and
Third-Party Information
All information herein in respect to third parties has been obtained from the public disclosure of such third parties and has not been independently verified. While
Barrels of Oil Equivalents
This new release contains various references to the abbreviation "boe" which means barrels of oil equivalent. All boe conversions in this news release are derived by converting gas to oil at the ratio of six thousand cubic feet ("mcf") of natural gas to one barrel ("bbl") of crude oil. Boe may be misleading, particularly if used in isolation. A boe conversion rate of 1 bbl: 6 mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio of oil compared to natural gas based on currently prevailing prices is significantly different than the energy equivalency ratio of 1 bbl: 6 mcf, utilizing a conversion ratio of 1 bbl: 6 mcf may be misleading as an indication of value.
1 A non-GAAP financial measure which does not have a standardized meaning prescribed by the IFRS® Accounting Standards; see "Non-GAAP Measures and Ratios" section of this news release.
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