CALGARY, Aug. 14, 2019 /CNW/ - Encana Corporation (NYSE,
TSX: ECA) announced today that it has amended its previously
announced substantial issuer bid (the "Offer") to purchase for
cancellation up to US$213 million of
its common shares ("Shares") in order to vary the price range at
which Shares may be tendered to the Offer.
Due to the decrease in the market price of the Shares since the
date of the original Offer, which resulted in a condition to the
Offer not being met, Encana has amended the price range of the
Offer and has also amended the related condition pertaining to the
market price of the Shares, as described in more detail
below. The Offer is being made by way of a "modified Dutch
Auction", to allow shareholders who choose to participate in the
Offer to individually select the price at which they will tender
their Shares to the Offer, within a price range of not less than
US$4.15 and not more than
US$4.75 per Share (in increments of
US$0.05 per Share) (the "Amended
Price Range"). The Amended Price Range varies the original
price range of not less than US$4.70
and not more than US$5.40 per
Share. Upon expiry of the Offer, Encana will determine the
lowest purchase price (which will not be more than US$4.75 per Share and not less than US$4.15 per Share) that will allow it to purchase
the maximum number of Shares properly tendered to the Offer, and
not properly withdrawn, for an aggregate purchase price not
exceeding US$213 million.
In connection with the implementation of the Amended Price
Range, Encana has also amended a condition of the Offer such that
Encana may withdraw, vary or extend the Offer or may postpone the
acceptance for payment of or the payment for Shares tendered
pursuant to the Offer if, prior to take-up, there shall have
occurred a decrease in excess of 10% of the market price of the
Shares on the Toronto Stock Exchange or the New York Stock Exchange
since the close of business on August
14, 2019. This is consistent with the condition
contained in the original Offer, updated to align the reference
market price to the date of the amended Offer.
As a result of the amendments to the Offer, the Offer will now
expire at 5:00 p.m. (Eastern time) on
August 28, 2019 (the "Amended Expiry
Date"), unless further extended or withdrawn.
The Offer remains otherwise subject to the terms and conditions
set forth in the tender offer statement on Schedule TO (the
"Schedule TO"), offer to purchase and issuer bid circular, each
dated July 8, 2019, as amended by a
notice of variation and extension dated as of today's date (the
"Notice of Variation and Extension"). Encana will be mailing
the Notice of Variation and Extension to all registered holders of
the Shares together with an amended letter of transmittal (the
"Amended Letter of Transmittal") and an amended notice of
guaranteed delivery (the "Amended Notice of Guaranteed Delivery")
each of which reflects the Amended Price Range. The Notice of
Variation and Extension and the Amended Letter of Transmittal and
Amended Notice of Guaranteed Delivery will also be available on
Encana's profile on SEDAR and EDGAR (at www.sedar.com and
www.sec.gov). Shareholders are urged to review these
documents carefully as they contain important details with respect
to the amended Offer and the procedures that shareholders must
follow in order to properly tender their Shares.
As a result of the amendment to the Offer, if a shareholder has
previously tendered Shares, such tender is no longer valid, and the
shareholder WILL BE REQUIRED TO PROPERLY RETENDER THEIR SHARES to
accept the Offer. For greater certainty, any and all Shares
previously tendered will be deemed to be withdrawn, and the
shareholder must take additional steps if they wish to participate
in the amended Offer.
Registered shareholders who had previously submitted a letter of
transmittal (in its previous form) with their share certificate in
respect of a tender of Shares at a price in the previous range and
who wish to tender their Shares at a price in the Amended Price
Range, are required to submit an Amended Letter of Transmittal to
the depositary, which for the purpose of the amended Offer, will be
deemed to be submitted with the share certificate currently held by
the depositary. If a registered shareholder who had previously
tendered Shares at a price in the previous range, does not submit
an Amended Letter of Transmittal, the previously tendered Shares,
in the absence of an Amended Letter of Transmittal, are no longer
validly tendered and will not be accepted for take-up and payment,
in which case the depositary will return such previously tendered
Shares promptly following the Amended Expiration Date. Previously
submitted share certificates will not be returned to shareholders
prior to the Amended Expiration Date, unless requested in writing
by such registered shareholder.
Encana has engaged BMO Nesbitt Burns Inc. and BMO Capital
Markets Corp. to act as financial advisors and dealer managers for
the Offer and AST Trust Company (Canada) to act as depositary. Any questions or
requests for information regarding the Offer may also be directed
to the dealer managers or the depositary.
This news release is for informational purposes only and is not
intended to and does not constitute an offer to purchase or the
solicitation of an offer to sell Shares. The solicitation and the
Offer will only be made pursuant to the Offer documents filed with
securities regulatory authorities, including the Schedule TO, offer
to purchase, issuer bid circular, letter of transmittal and related
documents, each as amended by the Notice of Variation and
Extension. The Offer will not be made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making or acceptance of offers to sell
Shares would not be in compliance with the laws of that
jurisdiction. None of Encana, its Board of Directors, the dealer
managers or the depositary makes any recommendation to shareholders
as to whether to tender or refrain from tendering any or all of
their Shares pursuant to the Offer, whether shareholders should
elect an auction tender or a purchase price tender or the purchase
price or prices at which shareholders may choose to tender Shares.
SHAREHOLDERS ARE STRONGLY URGED TO CAREFULLY READ THE SCHEDULE TO,
OFFER TO PURCHASE, ISSUER BID CIRCULAR, THE LETTER OF TRANSMITTAL
AND RELATED DOCUMENTS, EACH AS AMENDED BY THE NOTICE OF VARIATION
AND EXTENSION, FILED WITH SECURITIES REGULATORY AUTHORITIES, AS
THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain free copies of the
Schedule TO, offer to purchase, issuer bid circular, the letter of
transmittal, the Notice of Variation and Extension and related
documents filed with the SEC at the website maintained by the SEC
at www.sec.gov or with Canadian securities regulatory authorities
at the website maintained by the Canadian Securities Administrators
at www.sedar.com (in each case, when available). Shareholders may
also obtain those materials from AST Trust Company (Canada), the depositary for the
Offer. Shareholders are urged to read those materials
carefully and consult with their financial, tax and legal advisors
prior to making a decision to tender into the Offer.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - This
news release contains forward-looking statements or information
(collectively, "FLS") within the meaning of applicable securities
legislation, including Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. FLS include: terms of the Offer, including price range
and number of the Shares Encana may purchase under the Offer, and
timing for completion of the Offer. FLS involve assumptions, risks
and uncertainties that may cause such statements not to occur or
results to differ materially. These assumptions include: future
commodity prices and differentials; Share prices prior to
completion of the Offer; and expectations and projections made in
light of Encana's historical experience and its perception of
historical trends. Risks and uncertainties include: receipt of
regulatory approvals for the Offer documents; satisfaction of
conditions associated with the Offer, including the impact of Share
price volatility on completing the Offer; commodity price
volatility; impact of changes in credit rating and access to
liquidity; changes in or interpretation of laws or regulations; and
other risks and uncertainties as described in Encana's Annual
Report on Form 10-K and Quarterly Report on Form 10-Q and as
described from time to time in Encana's other periodic filings as
filed on SEDAR and EDGAR.
Although Encana believes such FLS are reasonable, there can be
no assurance they will prove to be correct. The above assumptions,
risks and uncertainties are not exhaustive. FLS are made as of the
date hereof and, except as required by law, Encana undertakes no
obligation to update or revise any FLS.
Further information on Encana Corporation is available by
contacting:
Investor
contacts:
(281)
210-5110
(403)
645-3550
|
|
Media
contact:
(281)
210-5253
|
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SOURCE Encana Corporation