공시 • Feb 06
Cenovus Energy Inc. (TSX:CVE) completed the acquisition of Gear Energy Ltd. (TSX:GXE).
Cenovus Energy Inc. (TSX:CVE) entered into an definitive agreement to acquire Gear Energy Ltd. (TSX:GXE) for approximately CAD 160 million on December 1, 2024. Under the terms of the Arrangement, each holder of Gear Shares will receive CAD 0.607 in total consideration per Gear Share, consisting of, at such Gear Shareholder's election: (i) CAD 0.607 in cash per Gear Share; (ii) 0.3035 common shares in Newco per Gear Share; or (iii) a combination thereof, subject to proration and consideration caps set out in the Arrangement. As part of the Transaction, CAD 80 million will be paid to the Gear shareholders, approximately CAD 10 million will be used to repay amounts outstanding under the Company's credit facility (after payment of transaction costs) and approximately CAD 20 million will be contributed to Lotus Creek by purchaser to fund its exploration and development activities (and other oil and gas activities) and for general corporate purposes, subject to adjustments. The transaction was unanimously approved by Board of Director of Gear. The transaction is subject to regulatory approval, competition act, court approval, and the approval of both Gear and Cenvous shareholders. The transaction is also subject to the TSX approving Delisting of Gear's shares and listing of NewCo shares on the exchange. The transaction is also subject to the third-party approvals. The transaction is expected to close in early February 2025. As of February 3, 2025, Gear shareholders approved the transaction.
Edward (Ted) Brown of Burnet, Duckworth & Palmer LLP acted as legal advisor to Gear Energy Ltd. ATB Securities Inc. acted as fairness opinion provide to Gear Energy Ltd. John Piasta of McCarthy Tétrault LLP acted as legal advisor to Cenovus Energy Inc. Peters & Co., Limited acted as financial advisor and ATB Securities Inc. acted as financial advisor to Gear Energy Ltd.
Cenovus Energy Inc. (TSX:CVE) completed the acquisition of Gear Energy Ltd. (TSX:GXE) on February 5, 2025. The Gear shareholders deemed to have elected to receive 50% of the consideration in cash and 50% of the consideration in Lotus Creek Shares. Additional, consideration to be received by Gear Shareholders under the Arrangement, was subject, in all cases, to adjustment if elections, and deemed elections, exceeded cash of CAD 80,000,000 (which was the maximum cash available pursuant to the Arrangement) or 40,000,000 Lotus Creek Shares (which was the maximum Lotus Creek Shares available pursuant to the Arrangement). As a result of the aggregate amount of cash elected, or deemed to have been elected, to be received by Gear Shareholders exceeding the maximum available cash, there will be adjustments to the cash distributed to Gear Shareholders who have elected to receive 100% cash or have elected, or been deemed to have elected, to receive a combination of cash and Lotus Creek Shares. Gear Shareholders who have elected to receive 100% cash, will receive approximately CAD 0.449 in cash and 0.079 of a Lotus Creek Share for each Gear Share held and, Gear Shareholders who have elected, or have been deemed to have elected, to receive 50% of the consideration in cash and 50% of the consideration in Lotus Creek Shares will receive approximately CAD 0.225 in cash and 0.191 of a Lotus Creek Share for each Gear Share held. There will be no adjustment for Gear Shareholders who have elected to receive 100% in Lotus Creek Shares with such shareholders receiving 0.3035 of a Lotus Creek Share for each Gear Share held. Fractional Lotus Creek Shares will not be transferred. In lieu of any fractional Lotus Creek Share, each holder of Gear Shares otherwise entitled to a fractional interest in a Lotus Creek Share will only be entitled to receive the lowest whole number of Lotus Creek Shares (with all fractions being rounded down). Any amount of cash consideration to be paid will be rounded to the nearest whole cent. All of Gear's heavy oil assets (other than its Tucker Lake property) and Gear transferred its other
property and assets, which includes its light oil assets in Central Alberta and Southeast Saskatchewan and its heavy oil assets in Tucker Lake, to Lotus Creek. It is anticipated that the Gear Shares will be delisted from trading on the Toronto Stock Exchange ("TSX") within two to three business days following the date hereof. Odyssey Trust Company acted as depository to Gear.