CALGARY, March 27, 2012 /PRNewswire/ - Pembina Pipeline Corporation ("Pembina") and Provident Energy Ltd. ("Provident") are pleased to announce that the holders of common shares of Provident have approved the proposed acquisition of Provident by Pembina pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the Arrangement, Provident shareholders will receive 0.425 of a common share of Pembina for each Provident share held. The Arrangement was approved by approximately 99 percent of the votes cast by Provident shareholders at the special meeting of shareholders held today. The Arrangement is more fully described in the joint management information circular of Pembina and Provident, dated February 17, 2012.
At the meeting of its shareholders also held today, Pembina received shareholder approval for the issuance of up to 130,000,000 Pembina common shares pursuant to the Arrangement. The resolution was approved by approximately 99 percent of the votes cast by Pembina shareholders at the Pembina meeting. In addition, Pembina shareholders approved an amendment to Pembina's articles to increase the maximum number of directors of Pembina from nine to eleven.
Following the shareholder meetings, Provident received final approval of the Arrangement by the Court of Queen's Bench of Alberta.
The completion of the Arrangement is subject to certain other closing matters customary in transactions of this nature, as well as final regulatory approval by the Toronto Stock Exchange ("TSX"). The Arrangement is scheduled to formally close on April 2, 2012.
Pembina's Chief Executive Officer Bob Michaleski stated: "I am thrilled that the resolutions in connection with the proposed acquisition were overwhelmingly favoured by shareholders of both Pembina and Provident at our respective meetings this morning. With approval of the Court of Queen's Bench of Alberta having been obtained this afternoon, we are nearing the final phase of completing the acquisition. We're looking forward to the future growth and prosperity this combination creates for Pembina and its owners."
Pembina Pipeline Corporation transports crude oil and natural gas liquids produced in western Canada, owns and operates oil sands pipelines and has a strong presence in midstream and marketing and gas services sectors. Pembina provides monthly cash dividends to its shareholders. Pembina's common shares and convertible debentures are traded on the TSX under the symbols PPL and PPL.DB.C respectively.
Provident is a Calgary-based corporation that owns and manages a natural gas liquids infrastructure and logistics business. Provident's facilities are strategically located in western Canada and in the premium natural gas liquids markets in eastern Canada and the U.S. Provident provides monthly cash dividends to its shareholders. Provident's common shares are traded on the TSX and the New York Stock Exchange under the symbols PVE and PVX, respectively. Provident's convertible debentures are traded on the TSX under the symbols PVE.DB.E and PVE.DB.F.
Forward-Looking Information and Statements
This news release contains certain forward-looking information and statements ("forward-looking statements") within the meaning of applicable securities laws and are based on the expectations, estimates and projections of management of the parties as of the date of this news release unless otherwise stated. The use of any of the words "proposed", "may", "will" and similar expressions are intended to identify forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking statements concerning the expected completion date of the Arrangement.
The forward-looking statements in this news release are based on certain key expectations and assumptions made by Pembina and Provident, including the receipt, in a timely manner, of remaining regulatory approvals in respect of the proposed Arrangement. Although Pembina and Provident believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Pembina and Provident can give no assurance that they will prove to be correct.
Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. Such forward-looking statements are expressly qualified by the above statements and are made as of the date of this news release. The parties do not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws.
SOURCE Pembina Pipeline Corporation