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Press release from CNW Group

Veresen Announces Closing of Subscription Receipt Offering and Declares Dividend for December 2011

Friday, December 16, 2011

Veresen Announces Closing of Subscription Receipt Offering and Declares Dividend for December 201108:42 EST Friday, December 16, 2011NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICESOR FOR DISSEMINATION IN THE UNITED STATES.CALGARY, Dec. 16, 2011 /CNW/ - Veresen Inc. ("Veresen") (TSX: VSN) today announced it has closed its previously announced bought deal offering of 24,725,000 subscription receipts at a price of $14.10 per subscription receipt for gross proceeds of approximately $349 million. This includes the full exercise of the underwriters' over-allotment option, which was exercised concurrently with closing of the offering. The offering was made pursuant to an underwriting agreement with a syndicate of underwriters led by TD Securities Inc., bookrunner, co-led by CIBC World Markets Inc. and Scotia Capital Inc., and including RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Canaccord Genuity Corp., FirstEnergy Capital Corp., Haywood Securities Inc., HSBC Securities (Canada) Inc. and Macquarie Capital Markets Canada Ltd.Each subscription receipt entitles the holder to automatically receive one Veresen common share plus an amount equal to the dividends Veresen declares on the common shares for record dates which occur from today to the date the common shares associated with the subscription receipts are issued. The issuance date will be concurrent with the closing of Veresen's previously announced $920 million acquisition of the Hythe/Steeprock complex from Encana Corporation.The gross proceeds from the sale of the subscription receipts will be held by an escrow agent pending, among other items, receipt of all regulatory and government approvals required to finalize the Hythe/Steeprock acquisition, and fulfillment or waiver of all other outstanding conditions precedent to closing the acquisition.  In the event the approvals and conditions are not satisfied prior to 5:00 p.m. (MT) on April 30, 2012, or if the asset purchase agreement is terminated prior to this time, the subscription receipts holders will be entitled to receive an amount equal to the full subscription price plus their pro rata share of the interest earned.The subscription receipts will commence trading on the Toronto Stock Exchange today under the symbol VSN.R.December DividendVeresen also announced that its Board of Directors has declared a cash dividend for December 2011 of $0.0833 per share. The dividend will be paid on January 23, 2012 to shareholders of record at the close of business on December 30, 2011. This dividend is designated an "eligible dividend" for Canadian income tax purposes.The dividend is eligible to be reinvested by shareholders, at a 5% discount, in common shares of Veresen ("Common Shares") under the dividend reinvestment component of the Premium Dividend™ and Dividend Reinvestment Plan of Veresen Inc. ("Plan") to be held for their account under the Plan, or such shareholders may have these additional Common Shares delivered to a designated plan broker in exchange for a premium cash payment equal to 102% of the reinvested amount under the Premium Dividend™ component of the Plan.Registered shareholders of Veresen who have not previously enrolled in the Plan and wish to enroll in the Plan with respect to the December 2011 cash dividend and future cash dividends declared by Veresen, must deliver to Computershare Trust Company of Canada, as Plan Agent, a completed enrollment form which is available at www.computershare.com/investorcentrecanada, at or before 5:00 pm (ET) on Wednesday, December 21, 2011.  A copy of the enrollment form may also be obtained by calling Computershare Trust Company of Canada at 1-800-564-6253, or from Veresen's website at www.vereseninc.com.Beneficial shareholders of Veresen who have not previously enrolled in the Plan and wish to participate in the Plan with respect to the December 2011 cash dividend and future cash dividends declared by Veresen, should contact their broker, investment dealer, financial institution or other nominee to provide appropriate enrollment instructions and to ensure any deadlines or other requirements that such nominee may impose or be subject to are met.About Veresen Inc.Veresen is a publicly-traded dividend paying corporation based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America.  Veresen is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago and other natural gas and NGL processing energy infrastructure; and a power business with renewable and gas-fired facilities and development projects in Canada and the United States, and district energy systems in Ontario and Prince Edward Island. Veresen and each of its pipeline, midstream and power businesses are also actively developing a number of greenfield projects.  In the normal course of its business, Veresen and each of its businesses regularly evaluate and pursue acquisition and development opportunities.Veresen's common shares and 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 are listed on the Toronto Stock Exchange under the symbols "VSN" and VSN.DB.C", respectively. For further information, please visit www.vereseninc.com.For further information: Stephen H. White  Richard Weech President and C.E.O.  Senior Vice President, Finance and C.F.O.     Phone:  (403) 296-0140   Email: investor-relations@vereseninc.com   www.vereseninc.com