Cona Resources Transaction
On November 1, 2019, Pengrowth announced that it had entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Cona Resources Ltd. (the “Purchaser”), a portfolio company of Waterous Energy Fund, pursuant to which the Purchaser has agreed to repay the outstanding principal amount and accrued interest to the date of the Arrangement Agreement owing under the Company’s credit facility (the “Credit Facility”) and secured notes (the “Secured Notes”, and together with the Credit Facility, the “Secured Debt”) and acquire all of the outstanding common shares for cash consideration of CDN $0.05 per share and a potential Contingent Value Payment (as defined below) for each Pengrowth Share (the “Share Consideration”). The proposed transaction (the “Transaction”) is to be completed by way of plan of arrangement under the Business Corporations Act (Alberta).
The aggregate value of the Transaction, including the repayment of the Secured Debt and the assumption of the Transaction costs by the Purchaser, is approximately $740 million. As part of the consideration to be received by Pengrowth shareholders, each shareholder will be eligible to receive their pro-rata portion of any funds that may be received by Pengrowth as a result of a pending litigation matter (a “Contingent Value Payment”).
The Transaction will require the approval of (a) 66 2/3% of the votes cast by shareholders present in person or by proxy at the meeting of shareholders, and (b) a majority of Secured Debtholders in number holding not less than 66 2/3% of the Secured Debt voting together in a single class at the meeting of Secured Debtholders.
Investors are encouraged to consult the Management Information Circular for more information.
RECOMMENDATION OF THE PENGROWTH BOARD
After reviewing Pengrowth’s current circumstances and strategic options and alternatives, consulting with the Company’s financial and legal advisors, and considering the Fairness Opinion, the Pengrowth Board has unanimously: (i) determined that the Transaction is in the best interests of Pengrowth and its stakeholders; (ii) resolved to recommend that Pengrowth shareholders and Secured Debtholders vote in favor of the Transaction; and (iii) determined that the consideration to be received by Pengrowth shareholders and Secured Debtholders is fair to those stakeholders.
News and Events
Stay up to date on Pengrowth’s latest achievements, quarterly results, and strategic developments.
Leading Independent Proxy Advisor Firm ISS Recommends that Pengrowth Energy Corporation Shareholders Approve the Arrangement with Cona Resources Ltd.See More
Pengrowth Energy Corporation Announces Receipt of Interim Order for the Plan of Arrangement; Mailing Date of Meeting MaterialsSee More
Pengrowth Energy Corporation Receives Support of Secured Debtholders in Respect of the ArrangementSee More
Pengrowth Recorded Positive Adjusted Funds Flow in the Third Quarter of 2019 of $10.7 million Despite Lower Commodity Prices and Restructuring CostsSee More
Pengrowth Energy Corporation Announces Transaction With Cona Resources Ltd.See More
Pengrowth Announces 31 Day Extension of its Debt MaturitiesSee More
Pengrowth Second Quarter 2019 Adjusted Funds Flow Increased 188% Year-over-year to $29 MillionSee More
Pengrowth Reports Election of DirectorsSee More
March 2019 - 2018 Q4 Conference Call and Webcast Deck
March 2019 - 2018 Q4 Conference Call and Webcast
Our shares are traded on the TSX under the symbol “PGF” and over-the-counter in the United States on the OTCQX under the symbol “PGHEF”
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