Pembina To Acquire Veresen Inc. - Quick Facts

(RTTNews) - Pembina Pipeline Corp. (PPL.TO, PBA) announced it is offering to acquire all the issued and outstanding shares of Veresen Inc. (VSN.TO) in exchange for either 0.4287 of a common share of Pembina or C$18.65 in cash. Assuming full pro-ration, each Veresen shareholder would receive C$4.8494 in cash and 0.3172 of a common share of Pembina for each Veresen common share. The deal is valued at approximately C$9.7 billion including the assumption of Veresen's debt and preferred shares. Pembina expects the transaction to be accretive to adjusted cash flow per share on a run-rate basis beginning in 2018.

The combined company, with a pro-forma enterprise value of C$33 billion, will own approximately 5.8 bcf/d of gas processing infrastructure across the WCSB by 2018. Through 2018, the combined company is expecting its low-risk, fee-for-service adjusted EBITDA to increase to in excess of 85 percent while pro-forma adjusted EBITDA is expected to increase to C$2.55 - C$2.75 billion in 2018. Pembina's Senior Executive Team will be responsible for leading the combined company with Mick Dilger as President and CEO. Don Althoff, Veresen's President and CEO, will continue to be involved in the combined company.

Subject to successful completion of the transaction, Pembina intends to increase its monthly common share dividend by 5.9 percent (from C$0.17 per common share per month to C$0.18 per common share per month) upon closing.