Bloomberg the Company & Its Products The Company & its Products Bloomberg Terminal Demo Request Bloomberg Anywhere Remote Login Bloomberg Anywhere Login Bloomberg Customer Support Customer Support To encourage thoughtful and respectful conversations, first and last names will appear with each submission to CBC/Radio-Canada's online communities (except in children and youth-oriented communities). Events or circumstances could cause the combined company's actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information. Any financial outlook and forward-looking information contained in this news release regarding prospective financial performance or financial position is based on reasonable assumptions about future events, including economic conditions and proposed courses of action based on the assessment by Management of each of ARC and Seven Generations of the relevant information that is currently available. Additional synergies and efficiencies beyond those currently assigned a monetary value are expected to be realized as a result of the combination, leveraging the best practices and capabilities of both organizations. Arc and Seven Generations said they expect to generate cost savings from synergies of about $110 million per year by 2022 while continuing to pay ARC’s quarterly dividend of … Go in-depth on our most recent quarter, and get up-to-the-minute shareholder information. Canadian oil and gas companies struggled last year as the coronavirus pandemic battered demand but prices have rebounded in 2021 amid optimism about vaccine rollouts and concerns of an oil supply shortage. With its increased size and scale, the combined company expects to have improved access to capital and greater relevance in the global energy market. In connection with the combination, ARC has entered in a binding agreement with RBC Capital Markets ("RBC") and CIBC Capital Markets ("CIBC"), who are acting as Joint Bookrunners, to provide the combined company with underwritten aggregate credit facility commitments of up to $3.5 billion which will ensure an ability to optimize the capital structure, including retirement of the Seven Generations outstanding senior notes, while maintaining adequate go-forward liquidity. Under the terms of the definitive agreement, Seven Generations shareholders will receive 1.108 common shares of ARC for each common share of Seven Generations held. ARC Resources and Seven Generations Announce Shareholder and Court Approval of Strategic Montney Combination. Comments on this story are moderated according to our Submission Guidelines. CALGARY, AB , April 6, 2021 /CNW/ – (TSX: ARX) ARC Resources Ltd. (“ARC” or the “Company”) is pleased to announce that it has closed its strategic Montney combination with Seven Generations Energy Ltd. (“Seven Generations”) to create the premier Montney producer and leader in responsible energy development (the “Business Combination”). This forward-looking information is identified by words such as "achieve", "anticipate", "believe", "can be", "capacity", "committed", "commitment", "continue", "could", "drive", "enhance", "ensure", "estimate", "expect", "focus", "forward", "future", "guidance", "maintain", "may", "outlook", "plan", "position", "potential", "strategy", "should", "target", "will", or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about: the focus and business strategies of each of ARC and Seven Generations; the estimated value of the transaction; the timing and completion of the plan of arrangement and the acquisition of all issued and outstanding Seven Generations common shares; the timing and anticipated receipt of required regulatory, court, and securityholder approvals for the transaction and other customary closing conditions; ARC's ability to issue securities pursuant to the transaction; the anticipated benefits of the transaction, including corporate, operational, and other synergies and the timing thereof; the ability to integrate the businesses of ARC and Seven Generations; the anticipated production (including the location thereof), land, and inventory of development opportunities of the combined company; anticipated cost savings as a result of transaction synergies, including the anticipated timing of achieving such cost savings; the combined company's financial position including its rating, costs, debt profile, annual sustaining capital requirements, and expected liquidity; the expected management team of the combined company, their positions, and qualifications; the composition of the combined company's board of directors following closing of the transaction; the anticipated effect of the transaction on the competitiveness of the combined company and its profitability, liquidity, and cost structure; the expected increase to funds from operations, free funds flow, and net asset value; the benefits to be achieved from free funds flow, including the anticipated use and allocation of such funds; the anticipated payment of a quarterly dividend, subject to Board approval; the anticipated reduction of net debt and net debt to annualized funds from operations ratio; the expected size and scale of the combined company; the anticipated improved access to markets; the combined company's risk management program; the anticipated safety and reliability of the operations of the combined company; the anticipated benefits from ARC's new credit facility, including the amount thereof; the anticipated relevancy of the combined company in the global energy market and expected long-term opportunities; the continuing commitment to ESG excellence, good governance, diversity, and inclusion; expected capital investments and pro forma financial outlook; the expected headquarters of the combined company; the expected shareholder ownership following the business combination; the expected timing and mailing of the joint information circular; the anticipated timing of the closing of the transaction; the anticipated method and timing of the shareholders' meetings of ARC and Seven Generations; and other similar statements. The companies have entered into a definitive agreement to combine in an all-share transaction valued at approximately $8.1 billion, inclusive of net debt. RBC has provided a verbal opinion to ARC's board of directors that the exchange ratio under the plan of arrangement is fair, from a financial point of view, to the ARC shareholders and is subject to the assumptions made and the limitations and qualifications included in the written opinion of RBC. Although ARC and Seven Generations believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. As part of its returns-focused value proposition, the combined company will pay a quarterly dividend of $0.06 per share, subject to the approval of the Board of Directors. The transaction is subject to shareholder approval for both ARC and Seven Generations, regulatory approvals, and other customary closing conditions. Readers are cautioned not to place undue reliance on forward-looking information as the combined company's actual results may differ materially from those expressed or implied. Free funds flow is computed as funds from operations generated during the period less capital expenditures before undeveloped land purchases and property acquisitions and dispositions. ARC's Terry Anderson will be president and chief executive of the combined company. Through enhanced market diversification activities, the combined company will have the ability to access multiple downstream markets across North America and will execute an active risk management program with a long-term focus on reducing volatility in funds from operations. Box 500 Station A Toronto, ON Canada, M5W 1E6. CALGARY, AB, Feb. 10, 2021 /CNW/ - (TSX: ARX) (TSX: VII) ARC Resources Ltd. ("ARC") and Seven Generations Energy Ltd. ("Seven Generations") today announce a strategic combination of the two premier Montney producers. CALGARY, AB – ARC Resources Ltd. (“ARC”) and Seven Generations Energy Ltd. (“Seven Generations”) announced today that they have filed a joint management information circular (the “Circular”) dated March 1, 2021 and related meeting and proxy materials in connection with the proposed business combination (the “Business Combination”) to create the premier Montney producer and leader in responsible energy development. https://produceredition.webcasts.com/starthere.jsp?ei=1428800&tp_key=fec8cb8e91. Canada Pension Plan Investment Board, which has been a Seven Generations shareholder since 2012 and controls 16.8 per cent of issued and outstanding shares, has entered into a Support Agreement whereby it will vote in favour of the transaction under the terms of the agreement. Under the terms of the definitive agreement, Seven Generations shareholders will receive 1.108 common shares of ARC for each common share of Seven Generations held. Canadian natural gas producers Seven Generations Energy Ltd. and ARC Resources Ltd. agreed to merge, the latest example of energy industry consolidation in … Read about our commitment to being a responsible operator, through our community partnerships and our sustainability practices. ARC shares closed at $7.42 on the Toronto Stock Exchange on Wednesday, while Seven Generations shares closed at $8.02. ARC and Seven Generations currently have the two lowest GHG emissions intensities amongst their Canadian exploration and production peer group. Certain financial measures in this news release do not have a standardized meaning as prescribed by IFRS, such as free funds flow (including on a per share basis), and therefore are considered non-GAAP measures. Following the combination, ARC will maintain its strong financial position, with financing for the transaction fully committed. A live audio recording of the conference call will also be available on ARC's website at www.arcresources.com and Seven Generations' website at www.7Genergy.com. (ARX - TSX, VII - TSX) ARC Resources Ltd. ("ARC") and Seven Generations Energy Ltd. ("Seven Generations") today announce a strategic combination … The combination will advance both companies' operational excellence and elevate their standing as prominent ESG-focused companies, with ARC and Seven Generations currently delivering the lowest greenhouse gas ("GHG") emissions intensity amongst their Canadian exploration and production peer group. The combination is consistent with ARC's and Seven Generations' long-term strategies and is expected to be immediately accretive on a free funds flow and net asset value per share basis to all shareholders. The combined company will become the biggest operator in western Canada's premier Montney shale play, producing more than 340,000 barrels of oil equivalent per day. Approximately 60 per cent of production will be produced in Alberta, with the remaining 40 per cent being produced in British Columbia. Except as required by applicable securities law, ARC and Seven Generations undertake no obligation to update publicly or otherwise revise any forward-looking information or the foregoing list of factors affecting those statements, whether as a result of new information, future events, or otherwise, or the foregoing lists of factors affecting this information. These measures have been described and presented in order to provide shareholders, potential investors and analysts with additional measures for analyzing the transaction. Throughout this news release, crude oil ("crude oil") refers to light, medium, and heavy crude oil product types as defined by National Instrument 51-101. Initial annual sustaining capital requirements are expected to be approximately $1.0 billion. It will be Canada's largest condensate producer and third-largest producer of natural gas, operating under the name of ARC Resources Ltd and remaining headquartered in Calgary. ARC Resources and Seven Generations Energy Announce Strategic Montney Combination. ARC Resources Ltd. ("ARC") and Seven Generations Energy Ltd. ("Seven Generations") announced today that they have filed a joint management … ARC and Seven Generations share a commitment to ESG excellence, including managing risks around all aspects of the business, ensuring employees' and contractors' safety, and stewarding environmental responsibility, performance, and reporting transparency. Comments are welcome while open. (ARX - TSX, VII - TSX) ARC Resources Ltd. ("ARC") and Seven Generations Energy Ltd. ("Seven Generations") are pleased to announce that the shareholders of … The combined company has a strong deleveraging plan in place and will target a net debt to annualized funds from operations ratio of between 1.0 and 1.5 times over the long term. Article content. ARC Resources and Seven Generations Energy Announce Strategic Montney Combination. Calgary, Alberta T2P 0H7, Local: 403-503-8600Toll Free: 888-272-4900Fax: 403-509-6427, 24-Hour Emergency Lines: ARC: 403-292-0434 Kakwa: 403-444-1471(for emergency purposes outside of regular business hours). Furthermore, the forward-looking information contained in this news release is made as of the date of this news release. The factors or assumptions on which the forward-looking information is based include, but are not limited to: the satisfaction of the conditions to closing of the transaction in a timely manner and completing the arrangement on the expected terms; anticipated returns to shareholders; the combined company's ability to successfully integrate the businesses of ARC and Seven Generations; access to sufficient capital to pursue any development plans associated with full ownership of Seven Generations; the combined company's ability to issue securities; the impacts the transaction may have on the current credit ratings of ARC and Seven Generations and the credit rating of the combined company following closing; forecast commodity prices and other pricing assumptions; forecast production volumes based on business and market conditions; the accuracy of outlooks and projections contained herein; projected capital investment levels, the flexibility of capital spending plans, and associated sources of funding; achievement of further cost reductions and sustainability thereof; applicable royalty regimes, including expected royalty rates; future improvements in availability of product transportation capacity; increases to the combined company's share price and market capitalization over the long term; opportunity for the combined company to pay dividends, and the approval and declaration of such dividends by the Board of the combined company; opportunities to repurchase shares for cancellation at prices acceptable to the combined company; cash flows, cash balances on hand, and access to credit facilities being sufficient to fund capital investments; foreign exchange rates; the anticipated effects of the recent cancellation of the Keystone XL Project and its effect on commodity prices; near-term pricing and continued volatility of the market; the ability of the combined company's refining capacity, dynamic storage, existing pipeline commitments, and financial hedge transactions to partially mitigate a portion of the combined company's risks against wider price differentials; estimates of quantities of oil, bitumen, natural gas, and liquids from properties and other sources not currently classified as proved; accounting estimates and judgments; future use and development of technology and associated expected future results; the combined company's ability to obtain necessary regulatory approvals; the successful and timely implementation of capital projects or stages thereof; the ability to generate sufficient cash flow to meet current and future obligations; estimated abandonment and reclamation costs, including associated levies and regulations applicable thereto; the combined company's ability to obtain and retain qualified staff and equipment in a timely and cost-efficient manner; the combined company's ability to carry out transactions on the desired terms and within the expected timelines; forecast inflation and other assumptions inherent in the current guidance of ARC and Seven Generations; the retention of key properties; the continuance of existing tax, royalty, and regulatory regimes; the accuracy of the estimates of each of ARC's and Seven Generation's reserve volumes; the combined company's ability to access and implement all technology necessary to efficiently and effectively operate its assets; the ongoing impact of novel coronavirus COVID-19 ("COVID-19") on commodity prices and the global economy; and other risks and uncertainties described from time to time in the filings made by ARC and Seven Generations with securities regulatory authorities. The combined company will be the largest pure-play Montney producer, Canada's largest condensate producer, third-largest natural gas producer, and sixth-largest upstream energy company. The prospective financial information included in this news release has been prepared by, and is the responsibility of Management of ARC and Seven Generations. ARC's Hal Kvisle will remain as independent Chair and Seven Generations' Marty Proctor will join the Board to serve as Vice-Chair. The forecasts and projections for the combined company are based on the following assumptions: The risk factors and uncertainties that could cause actual results to differ materially from the anticipated results or expectations expressed in this press release, include: the completion and the timing of the transaction; the ability of ARC and Seven Generations to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange, and other third-party approvals; the ability of ARC and Seven Generations to satisfy, in a timely manner, the other conditions to the closing of the transaction; interloper risk; the ability to complete the transaction on the terms contemplated by the arrangement agreement between ARC and Seven Generations, and other agreements, including the support agreements or at all; the ability of the combined company to realize the anticipated benefits of, and synergies from, the transaction and the timing thereof; failure to achieve and sustain future cost reductions; the impacts of a changing risk profile and possible subjection to a credit rating review, which may result in a downgrade or negative outlook being assigned to the combined company; the ability of the combined company to pay dividends and the approval and declaration of such dividends by the Board of the combined company; the consequences of not completing the transaction, including the volatility of the share prices of ARC and Seven Generations, negative reactions from the investment community, and the required payment of certain costs related to the transaction; actions taken by government entities or others seeking to prevent or alter the terms of the transaction; potential undisclosed liabilities unidentified during the due diligence process; the accuracy of the pro forma financial information of the combined company after the transaction; the interpretation of the transaction by tax authorities; the success of business integration; the focus of Management's time and attention on the transaction and other disruptions arising from the transaction; the ability to access or implement some or all of the technology necessary to efficiently and effectively operate the assets and achieve expected future results; volatility of and other assumptions regarding commodity prices; the duration of the market downturn; a resurgence in cases of COVID-19, which has occurred in certain locations, and the possibility of which in other locations remains high and creates ongoing uncertainty that could result in restrictions to contain the virus being re-imposed or imposed on a more strict basis, including restrictions on movement and businesses; the extent to which COVID-19 impacts the global economy and harms commodity prices; the extent to which COVID-19 and fluctuations in commodity prices associated with COVID-19 impacts the business, results of operations and financial condition, all of which will depend on future developments that are highly uncertain and difficult to predict, including, but not limited to the duration and spread of the pandemic, its severity, the actions taken to contain COVID-19 or treat its impact and how quickly economic activity normalizes; the success of new COVID-19 workplace policies and the ability of people to return to workplaces; continued liquidity being sufficient to sustain operations through a prolonged market downturn; the effects of the recent cancellation of the Keystone XL project; the effectiveness of risk management programs, including the impact of derivative financial instruments, the success of hedging strategies and the sufficiency of liquidity positions; product supply and demand; accuracy of share price and market capitalization assumptions; market competition, including from alternative energy sources; risks inherent in marketing operations, including credit risks, exposure to counterparties and partners, including ability and willingness of such parties to satisfy contractual obligations in a timely manner; the ability to maintain desirable net debt ratios; the ability to access various sources of debt and equity capital, generally, and on acceptable terms; the ability to finance growth and sustaining capital expenditures; changes in credit ratings applicable to the parties or any of their securities; changes to dividend plans; the ability to utilize tax losses in the future; accuracy of reserves, future production, and future net revenue estimates; the potential for variation in the quality of the Montney formation; unanticipated results from exploration and development activities; accuracy of accounting estimates and judgments; the ability to replace and expand oil and gas reserves; potential requirements under applicable accounting standards for impairment or reversal of estimated recoverable amounts of some or all of assets or goodwill from time to time; the ability to maintain relationships with partners and to successfully manage and operate integrated businesses; reliability of assets including in order to meet production targets; potential disruption or unexpected technical difficulties in developing new products and manufacturing processes; the occurrence of unexpected events such as fires, severe weather conditions, explosions, blow-outs, equipment failures, transportation incidents, and other accidents or similar events; refining and marketing margins; cost escalations, including inflationary pressures on operating expenses, including labour, materials, natural gas, and other energy sources used in oil sands processes and increased insurance deductibles or premiums; potential failure of products to achieve or maintain acceptance in the market; risks associated with fossil fuel industry reputation and litigation related thereto; unexpected cost increases or technical difficulties in constructing or modifying manufacturing or refining facilities; unexpected difficulties in producing, transporting, or refining of bitumen and/or crude oil into petroleum and chemical products; risks associated with technology and equipment, including potential cyberattacks; risks associated with climate change and assumptions relating thereto; the ability to secure adequate and cost effective product transportation including sufficient pipeline, crude-by-rail, marine, or alternate transportation, including to address any gaps caused by constraints in the pipeline system or storage capacity; availability of, and the ability to attract and retain, critical talent; possible failure to obtain and retain qualified staff and equipment in a timely and cost efficient manner; changes in labour relationships; changes in the regulatory framework in any of the locations in which ARC or Seven Generations operate, including changes to the regulatory approval process and land-use designations, royalty, tax, environmental, GHG, carbon, climate change, and other laws or regulations, or changes to the interpretation of such laws and regulations, as adopted or proposed, the impact thereof and the costs associated with compliance; the expected impact and timing of various accounting pronouncements, rule changes, and standards; changes in general economic, market and business conditions; the impact of production agreements among Organization of the Petroleum Exporting Countries ("OPEC") and non-OPEC members; political and economic conditions; the occurrence of unexpected events such as pandemics, war, terrorist threats, and the instability resulting therefrom; and risks associated with existing and potential future lawsuits, shareholder proposals, and regulatory actions.
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