Pembina Pipeline Corporation and Provident Energy Ltd. Shareholders Approve Matters Related to Proposed Acquisition and Provident Obtains Final Court of Queen’s Bench (Alberta) Approval
CALGARY, March 27, 2012 /PRNewswire/ – Pembina Pipeline Corporation (“Pembina”)
and Provident Energy Ltd. (“Provident”) are pleased to announce that
the holders of common shares of Provident have approved the proposed
acquisition of Provident by Pembina pursuant to a plan of arrangement
under the Business Corporations Act (Alberta) (the “Arrangement”). Under the Arrangement, Provident
shareholders will receive 0.425 of a common share of Pembina for each
Provident share held. The Arrangement was approved by approximately 99
percent of the votes cast by Provident shareholders at the special
meeting of shareholders held today. The Arrangement is more fully
described in the joint management information circular of Pembina and
Provident, dated February 17, 2012.
At the meeting of its shareholders also held today, Pembina received
shareholder approval for the issuance of up to 130,000,000 Pembina
common shares pursuant to the Arrangement. The resolution was approved
by approximately 99 percent of the votes cast by Pembina shareholders
at the Pembina meeting. In addition, Pembina shareholders approved an
amendment to Pembina’s articles to increase the maximum number of
directors of Pembina from nine to eleven.
Following the shareholder meetings, Provident received final approval of
the Arrangement by the Court of Queen’s Bench of Alberta.
The completion of the Arrangement is subject to certain other closing
matters customary in transactions of this nature, as well as final
regulatory approval by the Toronto Stock Exchange (“TSX”). The
Arrangement is scheduled to formally close on April 2, 2012.
Pembina’s Chief Executive Officer Bob Michaleski stated: “I am thrilled
that the resolutions in connection with the proposed acquisition were
overwhelmingly favoured by shareholders of both Pembina and Provident
at our respective meetings this morning. With approval of the Court of
Queen’s Bench of Alberta having been obtained this afternoon, we are
nearing the final phase of completing the acquisition. We’re looking
forward to the future growth and prosperity this combination creates
for Pembina and its owners.”
Pembina Pipeline Corporation transports crude oil and natural gas
liquids produced in western Canada, owns and operates oil sands
pipelines and has a strong presence in midstream and marketing and gas
services sectors. Pembina provides monthly cash dividends to its
shareholders. Pembina’s common shares and convertible debentures are
traded on the TSX under the symbols PPL and PPL.DB.C respectively.
Provident is a Calgary-based corporation that owns and manages a natural
gas liquids infrastructure and logistics business. Provident’s
facilities are strategically located in western Canada and in the
premium natural gas liquids markets in eastern Canada and the U.S.
Provident provides monthly cash dividends to its shareholders.
Provident’s common shares are traded on the TSX and the New York Stock
Exchange under the symbols PVE and PVX, respectively. Provident’s
convertible debentures are traded on the TSX under the symbols PVE.DB.E
Forward-Looking Information and Statements
This news release contains certain forward-looking information and
statements (“forward-looking statements”) within the meaning of
applicable securities laws and are based on the expectations, estimates
and projections of management of the parties as of the date of this
news release unless otherwise stated. The use of any of the words
“proposed”, “may”, “will” and similar expressions are intended to
identify forward-looking statements and information. More particularly
and without limitation, this news release contains forward-looking
statements concerning the expected completion date of the Arrangement.
The forward-looking statements in this news release are based on certain
key expectations and assumptions made by Pembina and Provident,
including the receipt, in a timely manner, of remaining regulatory
approvals in respect of the proposed Arrangement. Although Pembina and
Provident believe that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable,
undue reliance should not be placed on the forward-looking statements
and information because Pembina and Provident can give no assurance
that they will prove to be correct.
Accordingly, readers are cautioned that events or circumstances could
cause results to differ materially from those predicted, forecasted or
projected. Such forward-looking statements are expressly qualified by
the above statements and are made as of the date of this news release.
The parties do not undertake any obligation to publicly update or
revise any forward-looking statements or information contained herein,
except as required by applicable laws.
SOURCE Pembina Pipeline Corporation