Under the terms of the agreement, Focus unitholders will receive 0.425 of an Enerplus trust unit for each Focus trust unit. Focus unitholders will receive a value of $17.38 per Focus unit based on the closing price of Enerplus trust units on the Toronto Stock Exchange ("TSX") as at November 30, 2007 which represents a premium of approximately 3 percent compared to the 10 day weighted average price of Focus and Enerplus trust units on the TSX. On completion of the combination, Enerplus unitholders will own approximately 79 percent and Focus unitholders will own approximately 21 percent of the combined trust. This transaction is expected to be tax-deferred for both Canadian and U.S. resident Focus unitholders although they may elect to participate in the transaction on a taxable basis for Canadian federal income tax purposes. The combined trust will carry on business as Enerplus and continue to be listed on both the TSX and the New York Stock Exchange ("NYSE").
Gordon Kerr, President & Chief Executive Officer of Enerplus, states, "It is rare that we get an opportunity to combine with such a highly respected, technically driven organization. Focus is contributing premier properties with high netbacks, low operating costs and strong capital efficiencies in resource plays which are complementary to our existing portfolio. We expect a smooth integration because of the concentrated nature of Focus' properties, as well as the considerable property overlap and similar operating philosophies of the two organizations. It may appear counter-intuitive to increase natural gas exposure at a time when North American natural gas prices are currently depressed however these assets have attractive economics at the current prices and cost structures and we see signs of potential cost savings. We also remain bullish on the longer term outlook for natural gas prices."
Derek Evans, President & Chief Executive Officer of Focus commented, "This transaction provides our unitholders with increased exposure to oil, a greater diversity of resource plays, less asset concentration risk, a larger portfolio of more diverse organic drilling opportunities, increased tax pools and oil sands exposure, in a larger well capitalized entity with significant liquidity."
Benefits of the Strategic Combination ------------------------------------- Enerplus and Focus expect the combined trust to have the following strengths: - Improved asset quality: - Significant resource play focus with low decline, long-life (14 year RLI, P+P) predictable base production to support long- term distributions - Improved oil/natural gas property and jurisdictional diversity allowing the combined trust to better mitigate risk - Expanded portfolio of resource play assets that offer significant low risk, repeatable development prospects - shallow gas, crude oil waterfloods, deep tight gas, Bakken oil and oil sands - that will help maintain future production volumes - One of the only conventional oil and gas trusts with significant exposure to the oil sands with future production potential of over 60,000 bbls/day - Improved organizational strength and efficiency: - Over 100,000 BOE/day of production that is more than 70% operated - Increased technical acumen and organization capabilities with a proven track record of performance - Improved operating synergies resulting from significant overlap of properties and a high concentration of operated shallow natural gas - Improved financial position and capital markets appeal: - Enterprise value of approximately $7.6 billion is expected to provide greater financial capacity to pursue additional M&A activity and large capital projects - One of the strongest balance sheets in the sector with a debt to cash flow ratio of approximately 1.0x to support future growth. The combined trust is expected to have safe harbour growth capacity for the issuance of new equity under the rules set out by the Canadian government of approximately $10 billion over the next three years. - Increased trading volumes on the TSX and the NYSE, increased weightings in major indices including the S&P/TSX 60 index and improved access to debt capital markets - Exposure to a broader investor base including both Canadian and US retail as well as Canadian and US institutional markets
The rationale for this transaction is about getting better, not just bigger. In addition to the benefits discussed above, the combination of the two trusts is designed to enhance the long-term strategic direction of Enerplus as follows:
- The addition of Shackleton makes Enerplus one of the top shallow gas producers in Canada allowing us to combine shallow gas technical and execution expertise and purchasing power to bear over a significant asset base. Tommy Lakes provides additional operated deep tight gas and complements the existing deep tight gas position within Enerplus which has been growing in recent years through acquisitions and increased development spending. - Positions the entity for strong operating metrics including production, netbacks, operating costs, finding and development costs, capital efficiencies, G&A costs, recycle ratios, and safety. With a greater percentage of operated properties and diversity of opportunities, Enerplus will be better able to concentrate our attention on large, meaningful areas and play types. - The combination of the two trusts creates an organization with a long-term sustainable business model with assets that we believe are ideally suited to support a yield oriented investment vehicle. - Enerplus expects to continue operating under the trust structure for the next three years as this exemption period represents significant value for unitholders and we believe it is unlikely that we will make structural changes during that time without a compelling reason. After 2010, we expect Enerplus will remain a distributing entity as we believe this is supported by the nature of our assets, skills, investor expectations and demographics. We will continue to monitor alternative structures going forward in order to preserve our cost of capital and continue to take advantage of growth opportunities.
Enerplus' asset base will provide Focus unitholders with exposure to a larger, more diversified portfolio of long-life producing assets in Canada and the U.S. Approximately 60% of Enerplus' current daily production comes from long-life resource plays in the areas of shallow natural gas, deep tight gas, crude oil waterfloods and Bakken oil in Montana. These resource plays offer significant low-risk, repeatable development opportunities with lower geologic risk. In addition, Enerplus has strategically invested in the future of Canada's oil production, the oil sands of Alberta. Through a 100% working interest in the Kirby steam assisted gravity drainage project and a 15% working interest in the Joslyn project, Enerplus has the potential to add over 60,000 bbls/day of oil production from the oil sands over the next 10 years.
Focus is contributing two high quality, operated natural gas properties to the combined portfolio - Shackleton and Tommy Lakes.
- The Shackleton property is a large Milk River shallow gas resource play in Saskatchewan with current production of approximately 69 MMcf/day. It has strong overlap with Enerplus' existing interests in the area, and complements Enerplus' expertise in shallow gas development. This property offers more than 1,500 future drilling locations representing 4 to 5 years of low risk, repeatable development opportunities. The combined trust will have a leading operator position in the area with 95 percent average working interest. We expect some cost saving synergies and increased ability to control the pace of development in the area. In addition, we believe Shackleton has potential for increased well density, additional compression, play extension through step-out drilling on 240,000 net acres of undeveloped land and recompletion potential from additional Milk River intervals. - Tommy Lakes is a tight natural gas property producing from the Halfway Sandstone formation located 130 kms south of Fort Nelson, British Columbia with current production of approximately 30 MMcf/day with 600 BOE/day of natural gas liquids. Tommy Lakes provides a large, operated deep tight gas play to complement Enerplus' deep tight gas presence which has been predominantly non-operated. Tommy Lakes is an operated winter access property with more than 50 expected future drilling locations representing at least 3 years of anticipated development opportunities.
Both the Shackleton and Tommy Lakes areas are characterized as having large accumulations of natural gas where small changes in recovery factors can materially impact remaining reserves and future cash flow. Both properties currently have top quartile operating metrics, including low operating costs, excellent capital efficiencies and repeatable capital programs.
Focus is also contributing six minor properties with approximately 3,400 BOE/day of production in the areas of: Red Earth, Pouce Coupe/Progress, Mantario/Marengo, Hatton/Medicine Hat, Sylvan Lake and Cabin/Kotcho. Enerplus currently has existing properties that overlap approximately 50% of these areas.
Enerplus currently expects to maintain its distribution of C$0.42 per unit per month following the combination. Based on the existing monthly cash distributions paid by Enerplus and Focus, distributions to Focus unitholders who continue to hold Enerplus units subsequent to a successful combination under the 0.425 exchange ratio would initially receive an increase of 27.5% in their existing per unit distributions. This would be the equivalent of Focus increasing their existing distributions of $0.14/unit/month to $0.1785/unit/month. However, future distribution levels will continue to be reviewed and determined by the Enerplus Board and may vary depending on many factors, including commodity prices, production levels, operating costs, royalty burdens and foreign exchange rates.
Gordon Kerr, President & Chief Executive Officer of Enerplus and the current Enerplus executive team will continue in their current roles. We are expecting that a significant number of the Focus staff will be offered positions in the combined trust in a variety of leadership, technical and support roles however the Focus senior executives are expected to join Enerplus for a transition period only. Overall, we expect to improve efficiency in staffing and administrative costs as a result of the combination.
If this transaction is successful, both Mr. David O'Brien and Mr. Clayton Woitas, current members of the Focus Board of Directors, have advised that they will accept positions on the Enerplus Board. Mr. O'Brien is currently Chairman of the Board of EnCana Corporation and Chairman of the Board of the Royal Bank of Canada. He was Chairman of the of Board of PanCanadian Petroleum Corporation from 1990 and interim Chief Executive Officer of PanCanadian from October 2001 to April 2002, when it merged with Alberta Energy Company Ltd. to form EnCana. Mr. Woitas has been actively involved in the upstream energy sector and was the founder of Profico Energy Management Ltd. which Focus acquired in 2006. Prior to Profico, he was President and CEO of publicly-traded Renaissance Energy Ltd. where the company grew from 250 to 150,000 BOE/day.
The completion of the combination is subject to customary stock exchange, court and regulatory approvals, as well as the approval of at least 66 2/3 percent of Focus unitholders and holders of Focus Limited Partnership's exchangeable limited partnership units who vote on the transaction together as a class. It is expected that the Focus unitholder meeting to vote on the combination and closing will occur in mid to late February 2008. An information circular is expected to be mailed to unitholders of Focus in late December 2007 or early January 2008.
The Boards of Directors of Enerplus and Focus have unanimously approved the combination agreement and have concluded that the transaction is in the best interests of the Enerplus and Focus unitholders, respectively. The Focus Board of Directors and Officers who own approximately 15 percent of the combined outstanding trust units and exchangeable limited partnership units have agreed to vote their Focus units in favour of the proposed combination.
Focus has agreed that they will not solicit or initiate any discussions concerning the pursuit of any other business combination. Focus has agreed to pay a non-completion fee of $48 million to Enerplus in certain circumstances. In addition, Enerplus has the right to match any competing proposal for Focus in the event such a proposal is made.
There are approximately 9.2 million limited partnership units of Focus Limited Partnership outstanding that are currently exchangeable into Focus trust units. Under the combination, these partnership units will become exchangeable into Enerplus trust units based on the same exchange ratio of 0.425 applicable to Focus' trust units under the transaction. As such, the holders of limited partnership units who currently receive the same monthly distributions as the Focus trust unitholders will, post transaction, receive distributions equivalent to the Enerplus trust unitholders after adjusting for the trust unit exchange ratio of 0.425.
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