CALGARY, Aug. 29, 2019 /PRNewswire/ - Encana Corporation
(NYSE, TSX: ECA) today announced the preliminary results of its
substantial issuer bid (the "Offer"), which expired at 5:00 p.m. (Eastern time) on August 28, 2019.
Based on the preliminary count by AST Trust Company
(Canada), the depositary for the
Offer, a total of 127,043,382 common shares of Encana Corporation
("Shares") were properly tendered and not properly withdrawn,
including 1,573,848 Shares that were tendered through notice of
guaranteed delivery. In accordance with the terms of the Offer,
Encana has informed the depositary that it is taking up Shares
properly tendered to the Offer at the time of expiry, subject to
proration (as described below). Based on the preliminary
count by the depositary for the Offer, Encana expects to take up
and purchase for cancellation 47,333,333 Shares at a purchase price
of US$4.50 per Share for an aggregate
purchase price of approximately US$213
million. The Shares expected to be purchased under the Offer
represent approximately 3.5% of the issued and outstanding Shares
at the time that the Offer was commenced.
As the Offer was oversubscribed, shareholders who made auction
tenders at a price of US$4.50 or less
per Share and purchase price tenders are expected to have
approximately 70.95% of their successfully tendered Shares
purchased by Encana (other than "odd lot" holders, whose Shares
will be purchased on a priority basis). Shareholders who made
auction tenders at a price in excess of US$4.50 per Share should not expect to have any
of their Shares purchased by Encana.
The number of Shares properly tendered and not properly
withdrawn, the number of Shares expected to be purchased, the
purchase price and the proration factor are all preliminary and
subject to verification by the depositary as well as the proper
delivery of all Shares tendered (including Shares tendered pursuant
to guaranteed delivery procedures). The final number of Shares to
be purchased, the final purchase price, and the estimated paid-up
capital per Share and "specified amount" (each for purposes of the
Income Tax Act (Canada)) will be
announced following completion by the depositary of the
verification process and the guaranteed delivery period. Promptly
after such announcement, payment for the Shares accepted for
purchase will be made in accordance with the terms of the Offer,
and the depositary will return all other Shares tendered and not
purchased.
BMO Nesbitt Burns Inc. and BMO Capital Markets Corp. acted as
financial advisors and dealer managers for the Offer and AST Trust
Company (Canada) acted as
depositary. Any questions regarding the Offer may be directed to
the dealer managers or the depositary.
This news release is for informational purposes only and is not
intended to and does not constitute an offer to purchase or the
solicitation of an offer to sell Shares.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - This
news release contains forward-looking statements or information
(collectively, "FLS") within the meaning of applicable securities
legislation, including Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. FLS include: number of Shares properly tendered and not
properly withdrawn; number of Shares tendered through notice of
guaranteed delivery; expected purchase price per Share and
aggregate purchase price; number of Shares to be taken up and
cancelled; pro ration factor; and timing for completion of the
Offer. FLS involve assumptions, risks and uncertainties that may
cause such statements not to occur or results to differ materially.
These assumptions include: number of Shares properly tendered and
not properly withdrawn prior to expiration of the Offer; and that
Shares tendered through notice of guaranteed delivery will be
delivered within the prescribed two trading day settlement period.
Risks and uncertainties include: satisfaction of conditions
associated with the Offer; changes in or interpretation of laws or
regulations; and other risks and uncertainties as described in
Encana's most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q and as described from time to time in Encana's
other periodic filings as filed on SEDAR and EDGAR.
Although Encana believes such FLS are reasonable, there can be
no assurance they will prove to be correct. The above assumptions,
risks and uncertainties are not exhaustive. FLS are made as of the
date hereof and, except as required by law, Encana undertakes no
obligation to update or revise any FLS.
Further information on Encana Corporation is available by
contacting:
Investor
contacts:
(281)
210-5110
(403)
645-3550
|
Media
contact:
(281)
210-5253
|
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SOURCE Encana Corporation