11:47:01 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
CA



Pipestone Energy Corp
Symbol PIPE
Shares Issued 279,708,061
Close 2023-09-21 C$ 2.36
Market Cap C$ 660,111,024
Recent Sedar Documents

Pipestone reminds holders to vote for Strathcona deal

2023-09-21 09:25 ET - News Release

Mr. Dustin Hoffman reports

PIPESTONE REMINDS SHAREHOLDERS TO VOTE FOR THE VALUE-ENHANCING PROPOSED COMBINATION WITH STRATHCONA TO CREATE A LEADING CANADIAN ENERGY PRODUCER

Pipestone Energy Corp. reminds Pipestone shareholders that time is running out to vote their proxies for the proposed arrangement with Strathcona Resources Ltd. that would see Pipestone and Strathcona combine to become one of Canada's largest energy producers.

To ensure their votes are counted at the special meeting of shareholders being held to approve the arrangement, shareholders must submit their proxies by 10 a.m. Calgary time on Monday, Sept. 25, 2023. The meeting is scheduled for 10 a.m. Calgary time on Wednesday, Sept. 27, 2023.

The arrangement is expected to enable shareholders to fully participate in the upside of:

  • A much larger and more diversified producer with 185,000 barrels of oil equivalent per day of average daily production;
  • A well-positioned reserve base and much longer reserve life at over 38 years;
  • Better access to and lower cost of capital;
  • An extended tax shelter (by over two years);
  • A potential positive rerating by markets.

The independent committee of the board of directors of Pipestone and the board have determined that the arrangement is in the best interests of Pipestone and the shareholders. The determinations of the special committee and the board came after a rigorous 18-month strategic review process that began in early 2022 and evaluated over 75 potential counterparties. The arrangement is also fully supported by management of Pipestone and Riverstone Holdings LLC, a significant and highly sophisticated shareholder in Pipestone, each of which has entered into a support agreement with Strathcona to vote its shares in favour of the arrangement.

Leading proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis & Co. LLC have both recommended that shareholders vote for the arrangement. ISS reaffirmed its recommendation upon review of the dissident proxy circular of GMT Capital Corp. dated Sept. 15, 2023, stating: "Upon review, the dissident arguments do not appear well supported and there is no clear indication as to whether a rejection of the deal would enhance shareholder value or lead to an enduring improvement in PIPE's share price. As such, ISS continues to recommend shareholders vote for the transaction."

Pipestone's news release on ISS's and Glass Lewis's recommendations dated Sept. 20, 2023, and copies of the management information circular and related meeting materials as well as Pipestone's investor presentation, which provides in-depth rebuttals to GMT's arguments, are available on-line.

Copies of the meeting materials are also available on the Pipestone Strathcona website and under Pipestone's SEDAR+ profile.

Pipestone thanks shareholders for the strong support they have shown so far by voting for the arrangement and encourages all shareholders to vote for the arrangement by 10 a.m. Calgary time on Monday, Sept. 25, 2023.

Pipestone special shareholder meeting

Shareholders must take action to vote by proxy by 10 a.m. Calgary time on Monday, Sept. 25, 2023

On Aug. 28, 2023, Pipestone filed meeting materials in connection with the meeting. The meeting is scheduled to be held at 10 a.m. Calgary time on Wednesday, Sept. 27, 2023, and will be held in a virtual-only format that will be conducted by live audio webcast.

The sole purpose of the meeting is for the shareholders to consider and, if deemed advisable, approve the arrangement. Further details regarding the meeting are set forth in the meeting materials.

The board has approved the arrangement and recommends that shareholders vote for the arrangement.

How to vote

Pipestone has retained Kingsdale Advisors as its proxy solicitation agent and strategic shareholder and communications adviser in connection with the meeting. Shareholders with questions are encouraged to contact Kingsdale Advisors by e-mail or at one of the numbers as follows.

North America (toll-free) number:   1-877-659-1824

Outside of North America (collect calls):  416-623-2514

E-mail:   contactus@kingsdaleadvisors.com

Visit:  the Pipestone Strathcona website

Vote for now

Details on how to vote can also be found in the circular under voting information. All shareholders are encouraged to vote in advance of the meeting by proxy, whether or not a shareholder is intending to attend the meeting in person (virtually).

We seek Safe Harbor.

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