Pengrowth Snags Accrete's Property Interests in Harmattan
Pengrowth Corporation, administrator of Pengrowth Energy Trust, and Accrete Energy Inc. have entered into a definitive agreement pursuant to which Pengrowth will acquire all of Accrete's interest in the Harmattan Area through the acquisition of all of the common shares of Accrete. The balance of Accrete's properties will be acquired by a new growth focussed exploration company ("Exploreco"). Pursuant to a Plan of Arrangement, Accrete shareholders will receive 0.273 of a trust unit of Pengrowth and one-quarter (0.25) of a common share of Exploreco for each Accrete common share they currently hold. The mechanics of the transaction will enable Pengrowth to complete a targeted asset acquisition on metrics that are accretive to Pengrowth unitholders while offering a premium over current market value to Accrete shareholders, including the opportunity for those shareholders to continue to participate in the exploration and development potential currently held by Accrete.
Through the purchase of Accrete, Pengrowth will acquire reserves of approximately 8.4 million barrels of oil equivalent (boe), with associated production of approximately 1,900 boe per day (boe/d). Accrete's reserves were independently evaluated by GLJ Petroleum Consultants Ltd. Total consideration of $120 million will be paid by Pengrowth through the issuance of approximately 4,951,296 trust units with an aggregate deemed value of $95 million based upon the twenty day weighted average price of Pengrowth Units and through the assumption of $25 million of liabilities of Accrete. In addition, Exploreco has agreed to indemnify Pengrowth for exposure to certain additional liabilities. The Harmattan assets are characterized by high working interest (75%), high netback, liquids rich natural gas and light oil. Wells typically exhibit predictable production histories, relatively low declines and low operating costs (approx. $6.00 per boe). Potential upside includes infill and step out drilling and evaluation of uphole zones. This acquisition is Pengrowth's third in the area complementing other transactions completed in the past two years.
Exploreco will acquire approximately 3.8 million boe, with associated production of approximately 1,100 boe/d, along with the balance of the indebtedness of Accrete. Near term growth in Exploreco will come from the Claresholm, Granum and Pearce areas of southern Alberta where over 70 high working interest drilling locations targeting light oil and sweet natural gas have been identified. Exploreco's land base will also comprise a 100% working interest in 23 3/4 sections of lands in the Saxon area that have exposure to the exciting Montney play. Recently shot 3D and 2D seismic programs on the northern portion of this project have confirmed 17 vertical locations for prolific Lower Mannville and Montney targets. An information circular detailing the Arrangement is anticipated to be mailed to shareholders in late July 2008. Exploreco will be led by Mr. Peter Salamon as President assisted by key members of Accrete's current management. The board of directors of Exploreco will consist of the current board of directors of Accrete. Accrete's existing credit facility with the National Bank will be assumed in part by Exploreco.
The Arrangement will require the approval of 66 2/3 percent of the votes cast by the shareholders of Accrete. The Arrangement will also require the approval of a majority of Accrete shareholders excluding Accrete shareholders who participate in the incentive plans of Accrete and will receive a "collateral benefit" within the meaning of securities legislation. Officers, directors and certain employees of Accrete, holding collectively approximately 22% of the outstanding common shares of Accrete, have agreed to vote in favour of the Arrangement. The Arrangement is also subject to customary regulatory and court approvals, including the listing approvals of the Toronto Stock Exchange and the New York Stock Exchange for the issuance of the Pengrowth trust units. Closing of the Arrangement is currently scheduled for late August to allow Accrete shareholders to receive Pengrowth's September, 2008 distribution. If closing occurs after the record date for the September distribution, the number of Trust Units issued by Pengrowth to Accrete shareholders will increase by an amount that approximates the distribution. Accrete has agreed that it will not solicit or initiate discussions or negotiations with any third party for any alternative acquisition transaction involving Accrete. If the transaction is not completed in certain circumstances, Pengrowth will receive a break fee of $3.6 million.
As part of the Arrangement, each Accrete shareholder (excluding insiders) will receive arrangement warrants which will entitle them to participate, pro rata to their shareholding in Accrete, in a $7,500,000 financing at a price equivalent to $1.15 per Accrete common share ($4.60 per Exploreco common share). Immediately following completion of the Arrangement, Exploreco intends to complete a $7,000,000 financing of common shares and flow-through common shares to management, employees, directors and service providers of Exploreco at a price equivalent to $1.15 per Accrete common share and $1.30 per Accrete flow-through common shares ($4.60 per Exploreco common share and $5.20 per Exploreco flow-through common share). The proposed flow through private placement will require approval at the meeting by a separate resolution of the Accrete shareholders, excluding those shareholders who are participating in the flow through private placement.
The pricing of the arrangement warrants and the flow-through private placement was determined by the board of directors of Accrete in conjunction with its financial advisor GMP Securities L.P. The aggregate proceeds from the financings by Exploreco will be used to reduce assumed debt to approximately $13,000,000. Cash flow from the properties acquired by Exploreco together with funds available under its credit facility will be used to fund operations.