お知らせ • Apr 08
InPlay Oil Corp. (TSX:IPO) completed the acquisition of Pembina Assets from Obsidian Energy Ltd. (TSX:OBE).
InPlay Oil Corp. (TSX:IPO) entered into a definitive asset purchase and sale agreement to acquire Pembina Assets from Obsidian Energy Ltd. (TSX:OBE) for approximately CAD 306 million on February 19, 2025. The consideration consists of (i) the issuance of shares to Obsidian Energy Ltd, amounting to CAD 85,000,000, with the number of shares calculated using a price of CAD 1.55 per Purchaser Share; (ii) a cash payment of CAD 220,500,000; and (iii) the conveyance of the Purchaser Assets to Obsidian Partnership. As part of consideration, CAD 305.5 million is paid towards assets of Pembina Assets of Obsidian Energy Ltd. The CAD 220 million cash consideration will be funded through proceeds from the New Credit Facilities and a bought-deal subscription receipt financing for aggregate gross proceeds of approximately CAD 20 million. Following closing of the Pembina Cardium asset acquisition, InPlay will provide updated development plans and revised full-year 2025 guidance.
Completion of the Transaction is subject to customary closing conditions including, without limitation, clearance under the Competition Act (Canada), approval of Toronto Stock Exchange (“TSX”) and approval by a majority of the votes cast at a special meeting of InPlay shareholders to approve the issuance of the Share Consideration to the Vendor as partial payment of the Transaction purchase price. The special meeting of InPlay shareholders is expected to be held in early April 2025. All of the directors and executive officers of InPlay, as well as InPlay’s largest institutional shareholder, Carbon Infrastructure Partners, have entered into voting support agreements pursuant to which each has agreed, subject to the terms thereof, to vote their InPlay shares, representing in aggregate 27% of the issued and outstanding InPlay shares, in favour of the Transaction. The Transaction is currently expected to close in April 2025. As of April 4, 2025, InPlay Oil Corp. shareholders approved the issuance of approximately 54.8 million Common Shares to Obsidian Energy Ltd. as partial consideration for the previously announced acquisition. InPlay Oil Corp has received all necessary approvals in connection with the Acquisition, including conditional approval from the Toronto Stock Exchange and clearance under the Competition Act (Canada). The transaction is expected to to close on or about April 7, 2025.
RBC Capital Markets, LLC acted as financial advisor for Obsidian Energy Ltd. Burnet, Duckworth & Palmer LLP acted as legal advisor for InPlay Oil Corp. and Obsidian Energy Ltd. Stikeman Elliott LLP acted as legal advisor for Obsidian Energy Ltd. ATB Capital Markets Inc. acted as financial advisor for InPlay Oil Corp. Tudor, Pickering, Holt & Co. Securities Canada, ULC acted as financial advisor for InPlay Oil Corp. National Bank Financial, Inc. acted as financial advisor for InPlay Oil Corp. Torys LLP acted as legal advisor for InPlay Oil Corp.
InPlay Oil Corp. (TSX:IPO) completed the acquisition of Pembina Assets from Obsidian Energy Ltd. (TSX:OBE) on April 7, 2025. Acquisition was funded by a combination of net proceeds released to InPlay pursuant to its previously announced CAD 32.8 million bought deal subscription receipt financing (the “Financing”), an amended CAD 330 million credit facility with a CAD 190 million revolving credit facility, a letter of credit facility of up to CAD 30 million, a fully drawn CAD 110 million two-year amortizing term loan. In connection with the completion of the Transaction and pursuant to the terms of an investor rights agreement between Obsidian Energy and InPlay, each of Stephen Loukas and Peter Scott, Obsidian Energy’s Senior Vice President and Chief Financial Officer, were appointed to the board of directors of InPlay.