02:35:34 EDT Fri 29 Mar 2024
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or Name
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Husky Energy Inc
Symbol HSE
Shares Issued 1,005,121,738
Close 2020-10-23 C$ 3.17
Market Cap C$ 3,186,235,909
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Husky, Cenovus enter $23.6-billion business combination

2020-10-26 02:16 ET - News Release

Also News Release (C-CVE) Cenovus Energy Inc

Mr. Alex Pourbaix of Cenovus reports

CENOVUS AND HUSKY COMBINE TO CREATE A RESILIENT INTEGRATED ENERGY LEADER

Cenovus Energy Inc. and Husky Energy Inc. have entered a transaction to create a new integrated Canadian oil and natural gas company with an advantaged upstream and downstream portfolio that is expected to provide enhanced free funds flow generation and superior return opportunities for investors.

The companies have entered into a definitive arrangement agreement under which Cenovus and Husky will combine in an all-stock transaction valued at $23.6-billion, inclusive of debt. The combined company will operate as Cenovus Energy Inc. and remain headquartered in Calgary, Alta. The transaction has been unanimously approved by the boards of directors of Cenovus and Husky, and is expected to close in the first quarter of 2021.

Transaction highlights:

  • Accretive to all shareholders on cash flow and free funds flow per share;
  • Anticipated annual run rate synergies of $1.2-billion, largely achieved within the first year, independent of commodity prices;
  • Expected free funds flow break-even at West Texas Intermediate (WTI) pricing of $36 (U.S.) per barrel in 2021 and at less than WTI $33 (U.S.) per bbl by 2023;
  • Low exposure to Western Canadian Select (WCS) locational differential risk while maintaining healthy exposure to global commodity prices;
  • Increased and more stable cash flows support investment-grade credit profile;
  • Net debt to adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) ratio of less than two times expected to be achieved in 2022;
  • Anticipated quarterly dividend of 1.75 cents per share (upon board approval) and positioned for consistent growth;
  • Husky shareholders will receive 0.7845 of a Cenovus share plus 0.0651 of a Cenovus share purchase warrant in exchange for each Husky common share.

                    AN INTEGRATED OIL AND NATURAL GAS LEADER -- KEY FACTS    

                                                Stand-alone      Stand-alone        Pro forma
                                                 Cenovus (1)        Husky (1)      company (1)

Production (boe/d)                                  475,000         ~275,000         ~750,000
Upgrading and refining capacity (boe/d)            ~250,000         ~410,000         ~660,000
2P reserves (MMboe)                                  ~7,000           ~2,000           ~9,000
Take-away capacity from Alberta (bbl/d)
Current pipelines                                  ~135,000         ~130,000         ~265,000
Planned pipelines/expansions                       ~275,000          ~30,000         ~305,000
Crude oil storage (MMbbl)                               ~10               ~6              ~16
Sustaining capital ($ billions per year)               $1.2             $1.8             $2.4
Commitment to ESG leadership                   Ambition to achieve net zero emissions by 2050; 
                                               specific ESG targets and plan to be announced 
                                               postclose

(1) Based on year-to-date production.

Highly complementary integrated portfolio

The combination has low exposure to Alberta oil pricing while maintaining healthy exposure to global commodity prices. It will unlock market opportunities by uniting high-quality and low-cost oil sands and heavy oil assets with extensive mid-stream and downstream infrastructure, creating a global competitor able to optimize margin capture across the heavy oil value chain.

"We will be a leaner, stronger and more integrated company, exceptionally well suited to weather the current environment and be a strong Canadian energy leader in the years ahead," said Alex Pourbaix, Cenovus president and chief executive officer. "The diverse portfolio will enable us to deliver stable cash flow through price cycles, while focusing capital on the highest-return assets and opportunities. The combined company will also have an efficient cost structure and ample liquidity. All of this supports strong credit metrics, accelerated deleveraging and an enhanced ability for return of capital to shareholders."

The combined company will be the third-largest Canadian oil and natural gas producer, based on total company production, with about 750,000 barrels of oil equivalent per day of low-cost oil and natural gas production, including 50,000 boe per day of high free funds flow generating offshore Asia Pacific production. It will be the second-largest Canadian-based refiner and upgrader, with total North American upgrading and refining capacity of approximately 660,000 barrels per day, which includes approximately 350,000 bbl per day of heavy oil conversion capacity. The company will have access to about 265,000 bbl per day of current take-away capacity out of Alberta on existing major pipelines, as well as about 305,000 bbl per day of committed capacity on planned pipelines. In addition, it will have 16 million barrels of crude oil storage capacity, as well as strategic crude-by-rail assets that provide take-away optionality.

Rob Peabody, Husky president and chief executive officer, said: "Bringing our talented people and complementary assets together will enable us to deliver the full potential of this resilient new company. The integration of Cenovus's best-in-class in situ oil sands assets with Husky's extensive North American upgrading, refining and transportation network and high-netback offshore natural gas production will create a low-cost competitor and support long-term value creation."

The transaction will result in processing capacity and egress out of Alberta for the majority of the combined company's oil sands and heavy oil production. The company will have opportunities for margin enhancement through strategically located upstream assets integrated with the upgrading complex at Lloydminster, Sask., large U.S. refining assets in PADD 2 and PADD 3, and storage and blending operations at Hardisty, Alta. The integration of Cenovus's upstream assets with Husky's downstream and mid-stream portfolio will also shorten the future value chain and reduce condensate costs associated with heavy oil transportation. Cash flow stability is further underpinned by the global exposure of Husky's offshore Asia Pacific natural gas production interests, which currently generate approximately $1-billion in annual free funds flow through sales largely under long-term contracts.

Strategic and financial benefits of the combination

Cenovus and Husky combined are expected to be stronger, more competitive, efficient and profitable than either company on its own.

Immediate and tangible savings and improved capital allocation opportunities

The combined company is expected to generate an incremental $1.2-billion of annual free funds flow, composed of $600-million in annual corporate and operating synergies and $600-million in annual capital allocation synergies, achievable independent of commodity prices. These synergies are the product of a rigorous and disciplined evaluation process conducted by Cenovus and Husky over the past months to identify the specific efficiencies that can be gained through this transaction. The vast majority of the annual savings is anticipated to be achieved in the first year of combined operations, with the full amount of the annual run rate synergies realized within year two. The companies anticipate additional future savings based on opportunities for further physical integration of the upstream and downstream heavy oil assets.

The anticipated $600-million in annual corporate and operating cost synergies will be achieved through reductions to combined work force and corporate overhead costs, including streamlined information technology systems and procurement savings through economies of scale. Immediate efficiencies are also expected to be realized by implementing best practices from each company, including applying Cenovus's operating expertise to Husky's oil sands assets, leveraging the increased portfolio's scale in the Deep basin, and pursuing commercial and contract-related efficiencies on mid-stream marketing and blending opportunities.

The expanded portfolio will enable more efficient, return-focused capital allocation. The company is expected to sustain production levels and downstream operations with an anticipated annual capital investment of $2.4-billion, a reduction of more than $600-million per year compared with what would be required by the two companies on a stand-alone basis. The estimated proven reserves life of about 33 years, consisting mostly of very low-cost reserves, is expected to result in reduced reinvestment risk and eliminate the need for future large-scale capital projects to sustain production at current levels.

Enhanced free funds flow generation and investment-grade metrics

The combined company is expected to be free funds flow break-even in 2021 at WTI prices of $36 (U.S.) per bbl, with a line of sight to reducing its free funds flow break-even to less than WTI $33 (U.S.) bbl by 2023. This is lower than either company on a stand-alone basis.

The company's priority will be to maximize free funds flow by focusing investments on sustaining capital expenditures. In the current environment, free funds flow generation will position the combined company to achieve a net debt to adjusted EBITDA target of less than two times in 2022, without the need for asset dispositions. Along with the combined entity's lower free funds flow break-even threshold, the combined company will offer an accelerated deleveraging capability relative to either company on a stand-alone basis.

The funds flow profile of the combined company supports investment-grade credit metrics and a lower cost of capital through the commodity price cycle. At closing, the combined company is expected to have ample liquidity with $8.5-billion in undrawn committed credit facilities and no bond maturities until 2022.

After achieving its balance sheet objectives, the company expects to generate sufficient free funds flow to be able to consider sustainable growth in shareholder distributions and a return-focused organic capital investment program with residual free funds flow. Following the close of the transaction, Cenovus is anticipating the board's approval of a quarterly dividend of 1.75 cents per share.

Uncompromising commitment to safety and sustainability leadership

The commitments both Cenovus and Husky have made to world-class safety performance and environmental, social and governance (ESG) leadership will remain core to the combined company. This includes ambitious ESG targets, robust management systems and transparent performance reporting. The company will continue working to earn its position as a global energy supplier of choice by advancing clean technology and reducing emissions intensity. This includes maintaining the ambition established by each company independently of achieving net zero emissions by 2050. Cenovus will also make it a priority to continue building upon the strong local community relationships already established by both companies, with a focus on indigenous economic reconciliation.

The targets Cenovus and Husky released earlier this year for their key ESG focus areas are the products of robust processes to ensure alignment with the companies' business plans and strategies. Cenovus remains committed to pursuing ESG targets and will undertake a similarly thorough analysis before setting meaningful targets for the new portfolio. Once that work is complete in 2021 and approved by the board, the new targets and plans to achieve them will be disclosed. Leading safety practices, strong governance, and advancing diversity and inclusion will remain central to the company's ESG commitments.

Management and board leadership -- committed to successful integration

The combined company will be led by a proven management team, reflecting the strengths of both organizations, with a record of strong safety performance, operational excellence, and cost and capital discipline, along with downstream and mid-stream expertise. Mr. Pourbaix will serve as chief executive officer of the combined company, Jeff Hart will serve as chief financial officer, Jon McKenzie will serve as the chief operating officer and Keith MacPhail will serve as independent board chair.

Additional senior executives for the combined company will be selected from top talent at both companies and named by the close of the transaction.

The management team will be complemented by a board of directors, consisting of eight directors identified by Cenovus and four directors identified by Husky.

Transaction details and governance

Under the terms of the definitive agreement, Husky shareholders will receive 0.7845 of a Cenovus share plus 0.0651 of a Cenovus share purchase warrant in exchange for each Husky common share. This represents a 21-per-cent premium, excluding warrants, relative to Husky's five-day volume-weighted average price per share as at Oct. 23, 2020. Including the warrants, the premium is 23 per cent. While the transaction was originally conceived as an at-market merger, resulting in a negotiated proportionate ownership level, the respective share values have diverged during the due diligence period over the past months. This resulted in a premium for Husky shareholders based on the current share prices.

Each whole warrant will entitle the holder to acquire one Cenovus common share for a period of five years following the completion of the transaction at an exercise price of $6.54 per share. Assuming the full exercise of such warrants, the combined company would receive approximately $428-million in cash proceeds. The aggregate consideration package for Husky shareholders implies a transaction equity value for Husky of approximately $3.8-billion and a transaction enterprise value for Husky of approximately $10.2-billion.

The transaction is structured through a plan of arrangement in respect of the securities of Husky under the Business Corporations Act (Alberta), and is subject to the approval of at least two-thirds of the votes cast by holders of Husky common shares. Hutchison Whampoa Europe Investments Sarl, which holds 40.19 per cent of the Husky common shares, and L.F. Investments Sarl, which holds 29.32 per cent of the Husky common shares, have each entered into a separate irrevocable voting support agreement with Cenovus pursuant to which each has committed to vote all of its Husky common shares, representing, in total, approximately 70 per cent of the Husky common shares, in favour of the transaction at the special meeting of Husky shareholders. In addition, Husky will also seek the approval of at least two-thirds of the votes cast by holders of outstanding Husky preferred shares voting together as a single class. If Husky preferred shareholder approval is obtained, each Husky preferred share will be exchanged for one Cenovus preferred share with substantially the same commercial terms and conditions as the Husky preferred shares. The transaction is not conditional on Husky preferred shareholder approval, and, if not obtained, the Husky preferred shares will remain outstanding in a subsidiary of the combined company.

The issuance of Cenovus common shares, warrants exercisable for Cenovus common shares and, if applicable, Cenovus preferred shares pursuant to the transaction is subject to the approval by a majority of the votes cast by holders of Cenovus common shares at a special meeting of Cenovus shareholders.

Immediately following the close of the transaction and prior to the exercise of any warrants issued to Husky shareholders as part of this transaction, Cenovus shareholders will own approximately 61 per cent of the combined company, and Husky shareholders will own approximately 39 per cent. Immediately following the close of the transaction, Hutchison Whampoa Europe Investments and L.F. Investments will respectively hold approximately 15.7 per cent and 11.5 per cent of the combined company.

"Cenovus is pleased to have Husky's significant shareholders, with their strong ties to Canada, exceptional business capabilities, and knowledge of Asia and Husky's Asian assets, in particular, become one of our long-term shareholders," said Mr. Pourbaix. "We value the perspectives they will provide as highly successful international investors."

In addition to the voting support agreements, Hutchison Whampoa Europe Investments and L.F. Investments have also each entered into a separate standstill agreement with Cenovus, taking effect at closing, under which they will each be subject to certain voting requirements, transfer restrictions and other standstill restrictions for a maximum term of five years following completion of the transaction. All other shareholders holding 5 per cent or more of the combined company at closing of the transaction that do not have existing similar rights will also be provided with customary registration and pre-emptive rights, upon request.

The board of directors of each of Cenovus and Husky has unanimously approved the arrangement agreement and support the transaction. Details of the transaction will be included in a joint information circular that Cenovus and Husky expect to mail to their respective shareholders by mid-November. The special shareholder meetings of both companies are expected to be held in December.

In addition to shareholder approvals, the transaction is subject to regulatory approvals, as well as the approval of the Court of Queen's Bench of Alberta.

The transaction is expected to close in the first quarter of 2021.

Further details regarding this strategic transaction will be available on Cenovus's and Husky's SEDAR profiles and on Cenovus's website and Husky's website.

Any questions or requests for further information regarding the plan of arrangement and the special meetings to be held to consider the proposed transaction should be directed to Kingsdale Advisors by telephone toll-free in North America at 866-851-4179 or at 416-867-2272 outside of North America, or by e-mail at contactus@kingsdaleadvisors.com.

Advisers

RBC Capital Markets and TD Securities are acting as financial advisers to Cenovus, and have each provided a verbal opinion to the board of directors of Cenovus that the consideration to be paid by Cenovus under the arrangement agreement is fair, from a financial point of view, to Cenovus, subject to the assumptions made and limitations and qualifications included in the written opinion of each financial adviser. Bennett Jones LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Cenovus's legal advisers.

Goldman Sachs Canada and CIBC Capital Markets are acting as financial advisers to Husky. Osler, Hoskin & Harcourt LLP and Norton Rose Fulbright US LLP are Husky's legal advisers.

Hutchison Whampoa Europe Investments' legal advisers are Stikeman Elliott LLP and Skadden Arps Slate Meagher & Flom LLP. L.F. Investments' legal adviser is Marvin Yontef, Esq.

Conference call today 11 a.m. Mountain Time (1 p.m. Eastern Time)

The companies will host a joint conference call and webcast on Oct. 25, 2020, starting at 11 a.m. MT (1 p.m. ET) to discuss the transaction. To participate, please dial 833-529-0230 (toll-free in North America) or 236-389-2157 approximately 10 minutes prior to the conference call. A live audio webcast of the conference call will also be available on the Cenovus website and the Husky website. The webcast will be archived for approximately 90 days.

Media may join in listen only mode.

About Cenovus Energy Inc.

Cenovus Energy Inc. is a Canadian integrated oil and natural gas company. It is committed to maximizing value by sustainably developing its assets in a safe, innovative and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Operations include oil sands projects in Northern Alberta, which use specialized methods to drill and pump the oil to the surface using a technique called steam-assisted gravity drainage (SAGD). The company also has conventional crude oil, natural gas and natural gas liquids assets in Alberta and British Columbia, as well as 50-per-cent ownership in two U.S. refineries. Cenovus shares trade under the symbol CVE and are listed on the Toronto and the New York stock exchanges.

About Husky Energy Inc.

Husky Energy is a Canadian-based integrated energy company. It is headquartered in Calgary, Alta., and its common shares are publicly traded on the Toronto Stock Exchange under the symbol HSE.

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