Crew Energy announces strategic transaction with Tourmaline Oil Corp. (2.83)
- Co announce that, with the unanimous support of its Board of Directors (the "Crew Board") and endorsement from Crew's largest institutional shareholder, the Company has entered into a definitive arrangement agreement (the "Agreement") with Tourmaline Oil Corp. ("Tourmaline") (TSX: TOU) pursuant to which Tourmaline has agreed to acquire all of the issued and outstanding common shares of Crew ("Crew Shares") in an all-stock transaction (the "Transaction"). The Transaction is valued at approximately $6.69 per Crew Share (the "Purchase Price") or $1.3 billion, including Crew's net debt, which is estimated to be $240 million (including closing costs) as at the targeted closing date of October 1, 2024. Based on the closing prices of common shares of Tourmaline ("Tourmaline Shares") and Crew Shares at the close of markets on August 9, 2024, the Purchase Price represents a premium of approximately 72%.
- Under the terms of the Agreement, holders of Crew Shares ("Crew Shareholders") will receive 0.114802 of a Tourmaline Share in exchange for each one (1) Crew Share held (the "Exchange Ratio"). The proposed Transaction is to be completed by way of a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) and, subject to satisfaction of conditions typical for a transaction of this nature, is expected to close on or about October 1, 2024.
- Significant Premium and Attractive Value: The Exchange Ratio implies a value of approximately $6.73 per Crew Share based on the 20-day volume weighted average trading price of Tourmaline Shares of $58.66 on August 9, 2024, resulting in a premium of approximately 70% to the 20-day volume weighted average trading price of Crew Shares of $3.96 on August 9, 2024. The Purchase Price aligns closely with the highest closing price achieved on Crew Shares in the last seven years. The meaningful premium attributes immediate value for Crew's significant inventory of future drilling locations and the inherent value in the Company's underlying Montney resource, which were not being reflected in Crew's existing market valuation.