공시 • May 12
Whitecap Resources Inc. (TSX:WCP) completed the acquisition of Veren Inc. (TSX:VRN).
Whitecap Resources Inc. (TSX:WCP) entered into a definitive business combination agreement to acquire Veren Inc. (TSX:VRN) for CAD 6.1 billion on March 9, 2025. The companies have entered into a definitive business combination agreement (the "Agreement") to combine in an all-share transaction valued at approximately CAD 15 billion, inclusive of net debt. Under the terms of the Agreement, Veren shareholders will receive 1.05 common shares of Whitecap for each Veren common share held. Whitecap is the acquirer for accounting purposes Following the close of the transaction, Whitecap shareholders will own approximately 48% and Veren shareholders will own approximately 52% of the total common shares outstanding of the combined company. Pursuant to the terms of the Business Combination Agreement, Veren and Whitecap agreed that the Combined Company will be led by Grant Fagerheim, the current President and Chief Executive Officer of Whitecap, and the remainder of the existing Whitecap management team and under the Whitecap name. The Combined Company Board will consist of eleven members, which will include: (i) Grant Fagerheim, (ii) six other representatives from the current Whitecap Board and (iii) four representatives from the current Veren Board, including Craig Bryksa.
The issuance of Whitecap common shares pursuant to the arrangement is subject to the approval of the majority of votes cast by holders of Whitecap common shares in connection with the transaction. Closing of the transaction will be subject to approval of the arrangement by the Court of King's Bench of Alberta as well as other customary closing conditions, including the receipt of customary regulatory and Toronto Stock Exchange approvals and Veren shareholders. The transaction is expected to close before May 30, 2025. As per updated filing, The Business Combination is currently anticipated to be completed on or about May 12, 2025, subject to satisfaction or waiver of all conditions. An independent special committee (the "Special Committee") of the Board of Directors of Veren was formed to consider and review the transaction on behalf of the Veren Board of Directors. Based on, among other things, the unanimous recommendation of the Special Committee, the Board of Directors of Veren unanimously determined that the transaction and the entering into of the Agreement are in the best interests of Veren, the transaction is fair to the Veren shareholders and approved the Agreement, and has unanimously recommended that Veren shareholders vote in favor of the resolution to approve the transaction at the special meeting of Veren shareholders to be held on or about May 6, 2025. The Board of Directors of Whitecap unanimously determined that the transaction and the entering into of the Agreement are in the best interests of Whitecap, the transaction is fair to the Whitecap shareholders and approved the Agreement, and has unanimously recommended that Whitecap shareholders vote in favour of the resolution to approve the issuance of Whitecap common shares pursuant to the transaction at the special meeting of Whitecap shareholders to be held on or about May 6, 2025. As of May 6, 2025, shareholders of Whitecap Resources and Veren approved the transaction. The application for approval of the Business Combination by the Court of King's Bench is scheduled to be heard on May 8, 2025. Veren’s common shares are expected to be delisted from the Toronto Stock Exchange ("TSX") at close of markets on May 13, 2025. As of May 8, 2025, Court of King's Bench of Alberta has granted the final order in connection with the transaction.
National Bank Financial Inc. and TD Securities acted as financial advisors to Whitecap. National Bank Financial has provided a verbal opinion to Whitecap that the exchange ratio under the plan of arrangement is fair, from a financial point of view to the Whitecap shareholders and is subject to the assumptions made and the limitations and qualifications in the written opinion of National Bank Financial. Burnet, Duckworth & Palmer LLP is acting as Whitecap's legal advisor for the transaction. BMO Nesbitt Burns Inc. is acting as financial advisor to Veren, and Scotiabank is acting as financial advisor to the Special Committee of Veren. BMO Nesbitt Burns Inc. and Scotiabank have each provided a verbal opinion to the Veren Board of Directors and the Special Committee, respectively. Justin E. Ferrara of Norton Rose Fulbright Canada LLP is acting as Veren's legal advisor for the transaction and Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee. Computershare Trust Company of Canada acted as transfer agent for Veren Inc. Odyssey Trust Company acted as transfer agent for Whitecap Resources.
Whitecap Resources Inc. (TSX:WCP) completed the acquisition of Veren Inc. (TSX:VRN) on May 12, 2025. The combined company will be led by Whitecap's management team along with an eleven-member Board of Directors including seven Whitecap directors: Ken Stickland (Chair), Grant Fagerheim (President & CEO), Vineeta Maguire, Glenn McNamara, Steve Nikiforuk, Brad Wall and Grant Zawalsky. The four new directors joining from the Veren Board of Directors are: Craig Bryksa, Jodi Jenson Labrie, Barbara Munroe and Myron Stadnyk. Stepping down from their roles as Whitecap directors are Mary-Jo Case and Chandra Henry.
