Husky Energy Inc. has reviewed the directors' circular filed by MEG Energy Corp. in connection with Husky's Offer to acquire MEG.
"We continue to believe the proposed combination of Husky and MEG is a unique opportunity to deliver substantial benefits to the shareholders of both companies," said CEO Rob Peabody. "Nothing in the MEG circular changes the clear and compelling value our Offer delivers to MEG shareholders.
"Existing and ongoing market challenges, including record high WCS-WTI differentials and the upcoming IMO 2020 implementation, underscore the benefits of a Husky-MEG combination. With a strong balance sheet, significant refining capacity, pipeline transportation, storage and logistical assets, a combined company would immediately address MEG's risk exposure, while retaining upside.
"Husky remains committed to realizing this opportunity, and we are confident our proposed combination is, and will be, the best available option to maximize value for MEG shareholders."
As previously announced, Husky's Offer provides each MEG shareholder the option to choose to receive consideration per MEG share of $11 in cash or 0.485 of a Husky share, subject to maximum aggregate cash consideration of $1 billion and a maximum aggregate number of Husky shares issued of approximately 107 million.
As of Friday, September 28, 2018, the last trading day prior to the announcement of Husky's proposal, the Offer represented a 71 percent premium to MEG's average closing price over the last two years, as well as a 44 percent premium to the 10-day volume-weighted average MEG share price of $7.62 and a 37 percent premium to MEG's closing price of $8.03. Husky notes that since its Offer was launched, both the macro fundamentals for Alberta heavy oil and the stock prices of MEG's peers have declined dramatically, further reinforcing the premium value and de-risking benefits the Offer provides to MEG shareholders.
Husky encourages MEG shareholders to consider the following additional points as they review the MEG circular:
- The combination of Husky and MEG will create a Canadian company with a stronger balance sheet, enabling more free cash flow to be directed to shareholder returns and growth investments
- The transaction will result in increased stability of funds from operations and free cash flow due to integration, expanded market access and high-netback offshore operations
- The proposed transaction will immediately achieve and exceed MEG's announced 2020 financial targets, with less risk
- MEG shareholders will have the opportunity to participate in Husky's current 2.5 percent dividend yield, as of market close on October 17, 2018
- MEG shareholders will retain significant upside through participation in a stronger combined platform for shareholder value creation
- The business model of a pure play upstream heavy oil or bitumen producer in Canada seldom works over the long haul