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Press release from CNW Group

Veresen Announces Satisfaction of all Conditions Precedent to the Completion of the Previously Announced Acquisition of Canadian Midstream Assets

Thursday, February 02, 2012

Veresen Announces Satisfaction of all Conditions Precedent to the Completion of the Previously Announced Acquisition of Canadian Midstream Assets16:15 EST Thursday, February 02, 2012/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/CALGARY, Feb. 2, 2012 /CNW/ -Veresen Inc. ("Veresen") (TSX: VSN) is pleased to announce that all conditions precedent for its previously announced acquisition (the "Acquisition") of the Hythe/Steeprock midstream gas gathering and processing complex from Encana Corporation have been satisfied.  The Hythe/Steeprock complex includes two natural gas processing plants with combined functional capacity of 516 MMcf/d as well as approximately 40,000 hp of compression and 370 km of gas gathering lines. The parties anticipate closing the Acquisition on or about February 9, 2012.Concurrent with the closing of the Acquisition and upon satisfaction of certain escrow release conditions, each subscription receipt issued by Veresen on December 16, 2011 will be converted, without payment of additional consideration or further action by the holder, into one common share of Veresen. In addition, a dividend equivalent payment of $0.1666 per subscription receipt will be payable to holders of subscription receipts in respect of the dividends declared by Veresen for the months ending December 31, 2011 and January 31, 2012, net of applicable withholding taxes.  Based upon the anticipated closing date of February 9, 2012, the common shares issuable on the deemed exercise of the subscription receipts are expected to be available for delivery to holders of subscription receipts no later than February 13, 2012.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, subscription receipts and 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 are listed on the Toronto Stock Exchange under the symbols "VSN", "VSN.R" and VSN.DB.C", respectively. For further information, please visit www.vereseninc.com.Forward Looking Information Certain information contained herein relating to, but not limited to, Veresen and its businesses constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to the timing of completion of the Acquisition. Additional information on risks, uncertainties and factors that could affect Veresen's operations or financial results is included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that such additional information is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time.  Although Veresen believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material. Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement.For further information: Stephen H. White  President and C.E.O.  Phone:  (403) 296-0140 Richard G. Weech Senior Vice President, Finance and C.F.O.   Email: investor-relations@vereseninc.com www.vereseninc.com