お知らせ • Nov 08
Crescent Point Energy Corp. (TSX:CPG) entered into a definitive arrangement agreement to acquire Hammerhead Energy Inc. (NasdaqCM:HHRS) from a group of shareholders for CAD 2.2 billion. Crescent Point Energy Corp. (TSX:CPG) entered into a definitive arrangement agreement to acquire Hammerhead Energy Inc. (NasdaqCM:HHRS) from a group of shareholders for CAD 2.2 billion on November 6, 2023. Crescent Point has agreed to acquire all of the issued and outstanding Class A common shares of Hammerhead for total consideration of CAD 21 per Hammerhead Share. Pursuant to the Transaction, each Hammerhead Share will be exchanged for CAD 15.50 of cash consideration and CAD 5.50 in value in the form of common shares of Crescent Point. Hammerhead shareholders will receive a combination of approximately $1.5 billion in cash and 53.2 million common shares of Crescent Point (approximately $548 million). Upon closing of the Transaction, the Hammerhead Shares will be de-listed from the TSX and NASDAQ. Hammerhead has also granted Crescent Point a right-to-match any superior proposal and will pay a termination fee of CAD 85 million to Crescent Point if the Arrangement Agreement is terminated in certain circumstances. Crescent Point has also agreed to pay a termination fee of CAD 85 million to Hammerhead if the Arrangement Agreement is terminated in certain circumstances. Crescent will use CAD 500,065,000 of the net proceeds of the offering to partially fund the cash portion of the consideration. Crescent plans to fund the remaining cash portion of the Transaction through its existing credit facilities and a new three-year term loan totaling $750 million.
The Transaction is subject to customary closing conditions, including receipt of approval of the Court of King’s Bench of Alberta, Hammerhead Shareholder approval by at least 66 2/3% of the votes cast at the Meeting and customary regulatory and stock exchange approvals including the TSX and the NYSE; and the Commissioner of Competition pursuant to the Competition Act (Canada). Certain affiliates of Riverstone Holdings LLC, who own in aggregate approximately 82% of the Hammerhead Shares, have entered into voting support agreements with Crescent Point and have agreed to support and vote in favor of the Transaction. All of the directors and executive officers of Hammerhead have also entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Hammerhead Shares in favour of the Transaction. Based on the unanimous recommendation of the Special Committee of the Hammerhead Board of Directors, Hammerhead Board of Directors has unanimously determined that the Transaction is fair to Hammerhead Shareholders and in the best interests of Hammerhead; and resolved to recommend that the Hammerhead Shareholders vote in favour of the Transaction. The Boards of Directors of Crescent Point have also unanimously approved the Transaction. The proposed transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) and is expected to close in late December 2023. Crescent Point expects the Acquisition Closing to occur in December of 2023.
CIBC Capital Markets is acting as Financial Advisor to Hammerhead. CIBC has also provided a verbal opinion (“CIBC Fairness Opinion”) to Hammerhead’s Board of Directors. Burnet Duckworth & Palmer LLP is acting as Canadian counsel to Hammerhead and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. counsel to Hammerhead. ATB Capital Markets and Stifel Canada are acting as Strategic Advisors to Hammerhead. Peters & Co. Limited is acting as Financial Advisor and fairness opinion provider to the Special Committee of the Hammerhead Board of Directors. Blake, Cassels & Graydon LLP is acting as counsel to the Special Committee of the Hammerhead Board of Directors. Bennett Jones LLP and Vinson & Elkins LLP are acting as counsel to Riverstone. BMO Capital Markets and RBC Capital Markets are acting as financial advisors to Crescent Point on the Transaction and have each provided a verbal opinion to Crescent Point’s Board of Directors. Scotiabank is acting as strategic advisor to Crescent Point. Norton Rose Fulbright Canada LLP is acting as legal advisor to Crescent Point on the Transaction. The Bank of Nova Scotia, BMO Capital Markets and Royal Bank of Canada are acting as co-lead arrangers and joint bookrunners on the Company’s new term loan facility. Price Target Changed • Oct 20
Price target increased by 10% to US$15.74 Up from US$14.27, the current price target is an average from 3 analysts. New target price is 26% above last closing price of US$12.46. Stock is up 24% over the past year. The company is forecast to post a net loss per share of CA$0.15 compared to earnings per share of CA$0.51 last year. お知らせ • Oct 05
Hammerhead Energy Inc. to Report Q3, 2023 Results on Nov 07, 2023 Hammerhead Energy Inc. announced that they will report Q3, 2023 results on Nov 07, 2023 Price Target Changed • Sep 28
Price target increased by 7.3% to US$15.25 Up from US$14.22, the current price target is an average from 3 analysts. New target price is 25% above last closing price of US$12.17. Stock is up 21% over the past year. The company is forecast to post earnings per share of CA$0.06 for next year compared to CA$0.51 last year. Recent Insider Transactions Derivative • Sep 22
Senior VP exercised options to buy US$1.0m worth of stock. On the 15th of September, Michael Kohut exercised options to buy 93k shares at a strike price of around US$4.29, costing a total of US$397k. This transaction amounted to 9,659% of their direct individual holding at the time of the trade. Since March 2023, Michael has owned 959.00 shares directly. Company insiders have collectively bought US$910k more than they sold, via options and on-market transactions, in the last 12 months. Price Target Changed • Sep 12
Price target decreased by 12% to US$14.27 Down from US$16.22, the current price target is an average from 2 analysts. New target price is 27% above last closing price of US$11.20. Stock is up 12% over the past year. The company is forecast to post earnings per share of CA$0.06 for next year compared to CA$0.51 last year. お知らせ • Sep 07
Hammerhead Energy Inc. Revises Production Guidance for the Year 2023 Hammerhead Energy Inc. revised production guidance for the year 2023. For the period, the company now expects Average production of 41,500 boe/d against previous guidance of 40,200 boe/d. New Risk • Aug 07
New minor risk - Earnings quality The company has large one-off items impacting its financial results. One-off items were 71% of the size of the rest of the company's trailing 12-month earnings before tax. This is considered a minor risk. One-off items are incomes or expenses that the company does not expect to repeat in future periods. Examples include profits from the sale of a business or expenses from a restructuring or legal settlements. If the company's reported statutory earnings include a large proportion of one-off items it means they may be an unreliable indicator of its true business performance as the earnings were skewed by these incomes or expenses. Currently, the following risks have been identified for the company: Minor Risks Large one-off items impacting financial results. Profit margins are more than 30% lower than last year (0.6% net profit margin). Reported Earnings • Aug 07
Second quarter 2023 earnings: EPS and revenues miss analyst expectations Second quarter 2023 results: EPS: CA$0.23 (down from CA$3.63 in 2Q 2022). Revenue: CA$154.8m (down 30% from 2Q 2022). Net income: CA$20.7m (down 77% from 2Q 2022). Profit margin: 13% (down from 41% in 2Q 2022). Revenue missed analyst estimates by 8.1%. Earnings per share (EPS) also missed analyst estimates by 50%. Revenue is forecast to grow 15% p.a. on average during the next 3 years, compared to a 3.2% decline forecast for the Oil and Gas industry in the US. お知らせ • Aug 04
Hammerhead Energy Inc. Reaffirms Earnings Guidance for the Full Year 2023 Hammerhead Energy Inc. reaffirmed earnings guidance for the full year 2023. For the year, the company expected average production of 40,200 boe/d. Price Target Changed • Jul 13
Price target decreased by 13% to US$11.52 Down from US$13.24, the current price target is an average from 2 analysts. New target price is 52% above last closing price of US$7.59. Stock is down 23% over the past year. The company posted earnings per share of CA$0.51 last year. Recent Insider Transactions • Jul 04
Insider recently bought US$81k worth of stock On the 29th of June, Kurt Molnar bought around 11k shares on-market at roughly US$7.35 per share. This transaction amounted to 11% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. This was the only on-market transaction from insiders over the last 12 months. Reported Earnings • Apr 02
Full year 2022 earnings released: EPS: CA$0.51 (vs CA$0.24 loss in FY 2021) Full year 2022 results: EPS: CA$0.51 (up from CA$0.24 loss in FY 2021). Revenue: CA$743.1m (up 85% from FY 2021). Net income: CA$199.9m (up CA$293.5m from FY 2021). Profit margin: 27% (up from net loss in FY 2021). The move to profitability was driven by higher revenue. Oil reserves and sales price Proven reserves: 38.936 MMbbls Average sales price/bbl: US$120 Gas reserves and sales price Proven reserves: 459.063 Bcf Average sales price/mcf: US$7.84 LNG reserves and sales price Proven reserves: 15.391 MMbbls Average sales price/bbl: US$73.19 Combined production and costs Oil equivalent production: 11.709 MMboe (10.149 MMboe in FY 2021) Average production cost/Boe: US$9.10 (US$8.15/Boe in FY 2021) Revenue is forecast to grow 17% p.a. on average during the next 3 years, compared to a 6.3% decline forecast for the Oil and Gas industry in the US. Valuation Update With 7 Day Price Move • Mar 22
Investor sentiment improves as stock rises 16% After last week's 16% share price gain to US$7.38, the stock trades at a trailing P/E ratio of 5.9x. Average trailing P/E is 6x in the Oil and Gas industry in the US. Total loss to shareholders of 25% over the past year. Valuation Update With 7 Day Price Move • Mar 05
Investor sentiment deteriorates as stock falls 33% After last week's 33% share price decline to US$9.45, the stock trades at a trailing P/E ratio of 7.4x. Average trailing P/E is 7x in the Oil and Gas industry in the US. Total loss to shareholders of 4.0% over the past year.