공시 • Jun 01
Chord Energy Corporation (NasdaqGS:CHRD) completed the acquisition of Enerplus Corporation (TSX:ERF).
Chord Energy Corporation (NasdaqGS:CHRD) entered into a definitive agreement to acquire Enerplus Corporation (TSX:ERF) for $3.8 billion on February 21, 2024. Under the terms of the agreement, Enerplus shareholders will receive 0.10125 shares of Chord common stock and $1.84 in cash for each common share of Enerplus owned at closing. Based on the closing price as of close February 20, 2024, the implied value to each Enerplus share is $18.42. At this exchange ratio, and the respective companies' closing share prices on February 20, 2024, the combined company would have an enterprise value of approximately $11 billion. Chord will issue approximately 20.7 million shares of common stock in the transaction as stock consideration to the holders of Enerplus common shares in accordance with the terms of the arrangement agreement. Under the terms of the agreement, Enerplus shareholders will receive nearly 90% of the purchase price in Chord common shares, with the remaining 10% paid in cash. Post-transaction, Chord shareholders will hold approximately 67% of the new company, with Enerplus shareholders owning the remaining 33% stake. Following close of the transaction, the Board of Directors will increase to 11 members, which will consist of seven representatives from Chord and four representatives from Enerplus. Ian Dundas will join the board and serve as advisor to the CEO. The Chord executive leadership team will continue to run the combined company. Danny Brown will serve as President and Chief Executive Officer; Ian Dundas will serve as Advisor to the Chief Executive Officer and Director and three additional Enerplus Directors will join the combined Company Board. If the agreement is terminated in certain specified circumstances, Chord or Enerplus would be required to pay the other party a termination fee of $240,000,000 and $127,000,000, respectively.
The transaction is subject to the approval of at least two-thirds of the votes cast by holders of Enerplus common shares at a meeting to be called to consider the transaction, the approval of the issuance of shares of Chord common stock in connection with the arrangement by a majority of the votes cast by Chord stockholders, the approval of the arrangement by the Court of King’s Bench of Alberta, the authorization for listing of the Chord common stock issuable pursuant to the arrangement agreement on the Nasdaq Global Select Market, and the receipt of all requisite regulatory clearances or approvals including HSR Clearance, the ICA Approval and, if required, the Competition Act Approval. The combination has been unanimously approved by the boards of directors of both Chord Energy and Enerplus. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expired on April 5, 2024. The transaction is expected to close by mid-year 2024. As of April 8, 2024, The transaction is expected to close in the second quarter of 2024. As of May 14, 2024, stockholders of Chord Energy Corporation approved the transaction. As of May 24, 2024, transaction has been approved by the shareholders of Enerplus. Enerplus also announced the transaction has received Investment Canada Act approval. The Arrangement is expected to close on or about May 31, 2024, subject to the receipt of a final order from the Court of King's Bench of Alberta with respect to the Arrangement, which is currently scheduled for May 28, 2024, and the satisfaction or waiver of other customary closing conditions.
Citigroup Global Markets Inc. acted as financial advisor and fairness opinion provider to Chord Energy and will receive a fee of $10 million, of which $2 million was payable upon delivery of Citi’s opinion and $8 million is payable contingent upon consummation of the arrangement. David Oelman, Steve Gill, Benji Barron, Ryan Carney, Lina Dimachkieh, Peter Rogers, David D’Alessandro, Dario Mendoza, Matt Dobbins, Suzanne Clevenger, Becky Baker, Phileda Tennant, Darren Tucker, Evan Miller, James Longhofer, Erec Winandy and Rajesh Patel of Vinson & Elkins LLP; Daniel A. Neff and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz LLP and Neill May and Matt Prager of Goodmans LLP acted as legal advisors to Chord Energy. Wells Fargo Securities, LLC acted as financial advisor to Chord Energy. J.P. Morgan Securities LLC acted as financial advisor to Chord Energy. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to Enerplus. RBC Capital Markets Inc. acted as financial advisor to Enerplus. Chad Schneider and Olga Kary of Blake, Cassels & Graydon LLP acted as legal advisors to Enerplus. John Greer, Ryan Lynch, Bill Finnegan, Tim Fenn, Jared Grimley, Adam Kestenbaum, Krisa Benskin, Joshua Marnitz, Jessica Cohen, Robert Brown, Jason CruiseMichael King, Nicholas McQuaid and Matthew Jones of Latham & Watkins LLP acted as legal advisors to Enerplus. BMO Capital Markets acted as financial advisor to Enerplus. CIBC World Markets, Inc. acted as financial advisor to Enerplus. Alliance Advisors, LLC acted as information agent to Chord and will receive a fee of $28,000. PricewaterhouseCoopers LLP acted as accountant to Chord and KPMG LLP acted as accountant to Enerplus.
Chord Energy Corporation (NasdaqGS:CHRD) completed the acquisition of Enerplus Corporation (TSX:ERF) on May 31, 2024.
