Calgary and Edmonton, Alberta; Montréal, Québec (October 21, 2019)
AltaGas Canada Inc. (“ACI”) (TSX: ACI), the Public Sector Pension Investment Board (“PSP Investments”), and the Alberta Teachers’ Retirement Fund Board (“ATRF”) announced today that PSP Investments and ATRF (together, the “Consortium”) and ACI have concluded a definitive arrangement agreement (the “Arrangement Agreement”) whereby the Consortium will indirectly acquire all of the issued and outstanding common shares of ACI (the “Common Shares”) in an all-cash transaction for $33.50 per Common Share (the “Arrangement”).
Highlights:
Mr. Jared Green, ACI’s President and Chief Executive Officer, commented:
“This premium all-cash offer is strong recognition of the significant value ACI has created for its shareholders since inception. This transaction and the premium it places on our Common Shares is an excellent outcome for our shareholders. We are excited about ACI’s future with the Consortium, having the mandate to continue delivering the same safe, reliable and affordable service to our customers. We will be a stronger company which will afford us new and exciting opportunities in addition to the fantastic growth plans we already have in place. As we go forward we will continue to execute on those plans and maintain the strong relationships we have built with our regulators.”
Mr. Patrick Samson, Managing Director and Head of Infrastructure at PSP Investments, commented:
“We are very pleased to have entered into an agreement to acquire ACI in partnership with ATRF. ACI’s business comprises a diversified portfolio of high-quality regulated natural gas utilities and long-dated contracted renewable power assets that are well aligned with our long-term investment strategy. We look forward to supporting the company, its management team, and all of its stakeholders as ACI continues to grow and succeed.” Mr. Jason Munsch, Head of Infrastructure at ATRF, commented: “We are very happy to be partnering with PSP Investments to acquire ACI. This is a high-quality investment for ATRF that aligns well with our long-term goals. We are looking forward to seeing ACI thrive through this venture, and fully support its mandate to continue delivering safe, reliable and affordable services to its customers now and into the future.”
The Arrangement:
The Board, after receiving the unanimous recommendation of an independent committee of the Board formed to review and consider various strategic and financial options available to ACI and in consultation with its financial and legal advisors, has unanimously determined that the Arrangement is in the best interests of ACI and fair to the holders of Common Shares and is therefore unanimously recommending that holders of Common Shares vote in favour of the Arrangement. The Arrangement will be carried out under the Canada Business Corporations Act and its completion will be subject to customary closing conditions including, approval by 66 2/3% of the Common Shares voted in person or by proxy at a special meeting of holders of Common Shares to be called to approve the Arrangement (the “Special Meeting”).
In addition to shareholder approval, closing of the Arrangement is also subject to the approval by the Court of Queen's Bench of Alberta and to certain regulatory approvals, including approval under the Competition Act (Canada), approval from the Alberta Utilities Commission and approval from the British Columbia Utilities Commission. The parties expect to close the Arrangement in the first half of 2020.
The aggregate Purchase Price payable in the Arrangement will not be financed with any incremental ACI debt. It is the Consortium’s intention to govern and finance ACI in a manner consistent with historical practice.
The Arrangement Agreement includes customary provisions relating to non-solicitation, a "fiduciary-out" permitting the Board to respond to any unsolicited superior alternate proposals and the Consortium’s right to match any such proposals. The Arrangement Agreement also provides for the payment by ACI of a $38 million termination fee if the Arrangement Agreement is terminated in certain specified circumstances and for the payment by the Consortium of a $38 million termination fee if the Arrangement Agreement is terminated in certain specified circumstances.
Further information regarding the Arrangement will be contained in the information circular that ACI will file and mail in due course to holders of Common Shares in connection with the Special Meeting. All holders of Common Shares are urged to read the information circular, once available, as it will contain additional important information concerning the Arrangement. A copy of the Arrangement Agreement will be filed on SEDAR at www.sedar.com and on ACI’s website www.altagascanada.ca.
Advisors: ACI engaged TD Securities Inc. as its exclusive financial advisor to assist ACI in considering a range of strategic and financial options. In connection with the Arrangement, TD Securities provided the Board with advice and delivered a verbal opinion that as of October 20, 2019, and subject to the assumptions and limitations on which the opinion is based, the consideration to be received by holders of Common Shares under the Arrangement is fair, from a financial point of view, to such holders.
In addition, Beacon Securities Limited delivered a verbal opinion to the Board that as of October 20, 2019, and subject to the assumptions and limitations on which the opinion is based, the consideration to be received by holders of Common Shares under the Arrangement is fair, from a financial point of view, to such holders.
Stikeman Elliott LLP is acting as legal advisor to ACI.
National Bank Financial and Citi are serving as co-lead financial advisors to the Consortium and Blake, Cassels & Graydon LLP is acting as legal advisor to the Consortium.
About ACI
ACI is a Canadian company with natural gas distribution utilities and renewable power generation assets. ACI serves approximately 130,000 customers, delivering low carbon energy, safely and reliably. For more information visit: www.altagascanada.ca.
About PSP Investments
The Public Sector Pension Investment Board is one of Canada’s largest pension investment managers with approximately $168 billion of net assets as of March 31, 2019. It manages a diversified global portfolio of investments in public financial markets, private equity, real estate, infrastructure, natural resources and private debt. Established in 1999, PSP Investments manages net contributions to the pension funds of the federal Public Service, the Canadian Forces, the Royal Canadian Mounted Police and the Reserve Force. Headquartered in Ottawa, PSP Investments has its principal business office in Montreal and offices in New York, London and Hong Kong. For more information, visit investpsp.com or follow PSP Investments on Twitter and LinkedIn.
About ATRF
Alberta Teachers’ Retirement Fund Board is one of Canada’s fastest growing pension plans with approximately $18 billion of net assets under management. ATRF manages a diversified global portfolio composed of investments in public financial markets, infrastructure, private equity, real estate and absolute return strategies. Based in Edmonton, ATRF also manages and administers pension plans for more than 83,000 teachers in Alberta. Visit www.atrf.com for more information.
For Further Information Contact:
AltaGas Canada Inc.
Shareholder Relations
587-955-3660
Shareholder.Relations@altagascanada.ca
PSP Investments
Verena Garofalo
+1-514-218-3795
media@investpsp.ca
ATRF
Gillian Woroniuk
780-733-6685
GWoroniuk@atrf.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable Canadian securities laws (“forward-looking statements”). Words such as "may", "can", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "expect", "project", "target", "potential", "objective", "continue", "outlook", "opportunity" and similar expressions suggesting future events or future performance are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the Arrangement, including the expected closing date, the timing and anticipated regulatory, court and shareholder approvals of the Arrangement, the ability of ACI and the Consortium to satisfy conditions to closing of the Arrangement, the anticipated benefits of the Arrangement, ACI’s expectation regarding the declaration of quarterly dividends and the Consortium’s plans with respect to ACI following the closing of the Arrangement.
These forward-looking statements are not guarantees of performance and are subject to certain risks and uncertainties which could cause results or events to differ from current expectations, including, without limitation: that the Arrangement may not be completed on a timely basis, if at all; the conditions of the Arrangement may not be satisfied; failure to obtain necessary shareholder and court approvals; failure to obtain regulatory approvals; and general business and economic conditions. ACI believes the material factors, expectations and assumptions reflected in these forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
Many factors could cause ACI’s actual results, performance or achievements to vary from those described in this news release, including, without limitation, those listed above and the assumptions upon which they are based proving incorrect. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release as intended, expected, projected or targeted and such forward-looking statements included in this news release should not be unduly relied upon. The impact of any one assumption, risk, uncertainty or other factor on a particular forward-looking statement cannot be determined with certainty because they are interdependent and ACI’s future decisions and actions will depend on management’s assessment of all information at the relevant time. Such statements speak only as of the date of this news release. ACI does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law. The forward-looking statements contained in this news release are expressly qualified by these cautionary statements.