ARC Resources and Seven Generations to Hold Special Shareholder Meetings on Proposed Business Combination
01 Março 2021 - 1:16PM
Business Wire
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. The meeting materials will be mailed to ARC and
Seven Generations shareholders.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210301005700/en/
ARC and Seven Generations agreed to combine their respective
businesses and entered into a business combination agreement dated
February 10, 2021. The voting directors of both ARC and Seven
Generations have unanimously approved the Business Combination and
ask that shareholders vote in favour of the resolutions.
ARC and Seven Generations Special Shareholder
Meetings
Special meetings for shareholders of record at the close of
business on February 24, 2021 of each of ARC and Seven Generations
will be held in order to consider and vote on resolutions in
connection with the Business Combination as described in the
Circular. In alignment with the recommendations of Canadian public
health officials in response to the COVID-19 pandemic and due to
restrictions on mass gatherings implemented by the Government of
Alberta, the meetings will be conducted virtually via live
webcasts.
The Seven Generations virtual meeting will be held at 9:00 a.m.
(Calgary time) on Wednesday, March 31, 2021, and the ARC virtual
meeting will be held at 11:00 a.m. (Calgary time) on Wednesday,
March 31, 2021.
How to Vote
All shareholders are encouraged to vote in person (virtually) or
by proxy. Details on how to vote and how to participate in the live
webcasts are available in the Circular.
The completion of the Business Combination is subject to, among
other things, (i) the approval of the Business Combination by not
less than 66 ⅔ per cent of the votes cast by Seven Generations
shareholders at the Seven Generations virtual meeting, (ii) the
approval of the issuance of ARC common shares pursuant to and in
connection with the Business Combination by a simple majority of
the votes cast by ARC shareholders at the ARC virtual meeting,
(iii) the approval of the Court of Queen’s Bench of Alberta, and
(iv) the receipt of all other necessary regulatory approvals.
About the Business Combination
The Business Combination is expected to be completed on or about
April 6, 2021, subject to the satisfaction of all closing
conditions. Upon completion of the Business Combination, the
combined company will operate as ARC Resources Ltd. and remain
headquartered in Calgary, Alberta.
The Circular has been filed on each company’s SEDAR profile at
www.sedar.com and is available on
ARC’s website at www.arcresources.com
and on Seven Generations’ website at www.7Genergy.com.
Forward-looking Information and Statements
This news release contains certain forward-looking information
and statements within the meaning of applicable securities laws.
The use of the words "expect," "may," "will," and similar
expressions are intended to identify forward-looking information or
statements. In particular, but without limiting the foregoing, this
news release contains forward-looking information pertaining to the
following: the expected mailing of meeting materials to ARC and
Seven Generations shareholders, the timing and conduct of the
virtual meetings, the timing and completion of the Business
Combination, the operations and headquarters of the combined
company, and other statements.
The forward-looking information and statements contained in this
news release reflect several material factors, expectations, and
assumptions of ARC and Seven Generations, including, without
limitation that the ARC and Seven Generations meetings will be
conducted as planned; the continuation of the COVID-19 pandemic,
and restrictions on public gatherings; the ability of ARC and Seven
Generations to obtain all required shareholder and regulatory
approvals in a timely manner; the ability of ARC and Seven
Generations to satisfy all conditions to closing of the Business
Combination; and the characteristics of the combined company.
The forward-looking information and statements included in this
news release are not guarantees of future performance and should
not be unduly relied upon. Such information and statements involve
known and unknown risks, uncertainties, and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking information or statements
including, without limitation: the risk that the mailing and
delivery of meeting materials may be delayed, the risk that the
required approvals will not be obtained, and the risk that the
Business Combination will not be completed as expected.
The forward-looking information and statements contained in this
news release speak only as of the date of this news release, and
neither ARC nor Seven Generations assumes any obligation to
publicly update or revise such information or statements to reflect
new events or circumstances, except as may be required pursuant to
applicable laws.
About the Companies
ARC Resources Ltd. is one of Canada’s largest energy companies
and its common shares trade on the Toronto Stock Exchange under the
symbol ARX.
Seven Generations Energy Ltd. is a low supply-cost energy
producer dedicated to stakeholder service, responsible development,
and generating strong returns from its liquids-rich Kakwa River
Project in northwest Alberta. Seven Generations’ common shares
trade on the Toronto Stock Exchange under the symbol VII.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210301005700/en/
Kris Bibby Senior Vice President and CFO ARC Resources Ltd.
403-503-8675 KBibby@arcresources.com Martha Wilmot Investor
Relations Analyst ARC Resources Ltd. 403-509-7280
MWilmot@arcresources.com Brian Newmarch Vice President, Capital
Markets and Stakeholder Engagement Seven Generations Energy Ltd.
403-767-0752 BNewmarch@7Genergy.com Ryan Galloway Director,
Investor Relations Seven Generations Energy Ltd. 403-718-0709
Ryan.Galloway@7Genergy.com
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