Painted Pony Receives Securityholder Support for its Acquisition by Canadian Natural Resources Limited
October 01 2020 - 7:01PM
Painted Pony Energy Ltd. (“
Painted Pony”)
(
TSX: PONY) is pleased to
announce that at a special meeting held today (the
“
Meeting”), its shareholders and optionholders
voted to approve its previously announced proposed transaction with
Canadian Natural Resources Limited (“
Canadian
Natural”) (
TSX, NYSE: CNQ).
Painted Pony and Canadian Natural entered into a
definitive agreement on August 10, 2020 (the
“Arrangement Agreement”) for the
proposed acquisition of Painted Pony by Canadian Natural under a
plan of arrangement, pursuant to which Canadian Natural will
acquire all of the issued and outstanding Painted Pony Shares for
cash consideration of $0.69 per Painted Pony Share, subject to the
terms and conditions of the Arrangement Agreement (the
“Arrangement”), following which Painted Pony will
become a wholly-owned subsidiary of Canadian Natural.
The total number of shares represented by
shareholders present in person and by proxy at the Meeting was
86,009,788, representing approximately 53.42% of Painted Pony’s
issued and outstanding common shares. The total number of stock
options represented by optionholders present in person and by proxy
at the Meeting was 10,688,220, representing approximately 94.59% of
Painted Pony’s issued and outstanding stock options.
Holders of the requisite majorities of shares and
options voted in favour of the special resolution to approve the
Arrangement (the “Arrangement Resolution”) as
follows:
Resolution |
# Votes For |
% Votes For |
# Votes Against |
% Votes Against |
Arrangement Resolution(1) |
74,573,916 |
86.70 |
11,435,872 |
13.30 |
Arrangement Resolution(2) |
85,140,422 |
88.05 |
11,557,586 |
11.95 |
Arrangement Resolution(3) |
72,935,120 |
86.45 |
11,435,872 |
13.55 |
Notes:(1) More than 662/3% of
votes cast by shareholders of Painted Pony present in person or
represented by proxy at the Meeting, voted in favour of the
Arrangement Resolution, as required by the interim order of the
Court of Queen's Bench of Alberta (the
"Court").(2) More than 662/3% of
votes cast by shareholders and optionholders of Painted Pony,
voting together as a single class, present in person or represented
by proxy at the Meeting, voted in favour of the Arrangement
Resolution, as required by the interim order of the
Court.(3) More than 50 per cent of votes cast by
shareholders of Painted Pony present in person or represented by
proxy at the Meeting, excluding those shareholders whose votes are
required to be excluded pursuant to Section 8.1(2) of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions, voted in favour of the Arrangement
Resolution, as required by the interim order of the Court.
Detailed voting results for the Meeting are
available under Painted Pony’s profile on SEDAR at www.sedar.com.
The Arrangement is still subject to other conditions to closing,
including final approval of the Arrangement by the Court.
Additional information regarding the Arrangement is
provided in the management information circular of Painted Pony
dated August 31, 2020, which is available on the SEDAR website at
www.sedar.com under Painted Pony’s profile. Assuming the timely
receipt of Court approval, the transaction is expected to close on
or about October 6, 2020.
DEFINITIONS AND ADVISORIES
Currency: All amounts referred
to in this press release are stated in Canadian dollars unless
otherwise specified.
Forward-Looking Information:
This press release contains certain forward-looking information
within the meaning of Canadian securities laws. Forward-looking
information relates to future events or future performance and is
based upon Painted Pony’s current internal expectations, estimates,
projections, assumptions and beliefs. All information other than
historical fact is forward-looking information. Words such as
“expect”, “anticipate”, “may”, “will”, “proposed” and other similar
words that indicate events or conditions may occur are intended to
identify forward-looking information. More particularly and without
limitation, this press release contains forward looking information
relating to the anticipated receipt of final approval of the
Arrangement by the Court, the ability of Painted Pony and Canadian
Natural to satisfy the other conditions to, and to complete, the
Arrangement; and the anticipated timing of the closing of the
Arrangement.
The forward-looking information contained in
this press release is made in reliance on certain assumptions that
Painted Pony believes are reasonable at this time, including
assumptions as to the ability of the parties to receive, in a
timely manner, the approval of the Court and the ability of the
parties to satisfy, in a timely manner, the other conditions to the
closing of the Arrangement.
By its nature, forward-looking information is
subject to numerous risks and uncertainties, some of which are
beyond Painted Pony’s control. Completion of the Arrangement is
subject to a number of conditions which are typical for
transactions of this nature. Failure to satisfy any of these
conditions may result in the termination of the Arrangement. The
foregoing list is not exhaustive. Additional information on these
and other risks that could affect completion of the Arrangement are
set forth in the management information circular, which is
available on SEDAR at www.sedar.com. Readers are cautioned that the
assumptions used in the preparation of such information, although
considered reasonable at the time of preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on
forward-looking information. The actual results could differ
materially from those expressed in, or implied by, this
forward-looking information and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking
information will transpire or occur, or if any of them do so, what
benefits that Painted Pony will derive therefrom.
Painted Pony disclaims any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws.
ABOUT PAINTED PONY
Painted Pony is a publicly traded natural gas
company based in Western Canada. Painted Pony is primarily focused
on the development of natural gas and natural gas liquids from the
Montney formation in northeast British Columbia. Painted Pony’s
common shares trade on the TSX under the symbol “PONY”.
Contact Information:Patrick R.
WardPresident and Chief Executive Officer
Stuart W. JaggardChief Financial Officer
Jason W. FleuryDirector, Investor Relations(403)
776-3261
(403) 475-04401-866-975-0440 toll
freeir@paintedpony.cawww.paintedpony.ca
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