PIPELINES / It's Official - NOVA And TransCanada Pipelines To Merge
NOVA AND TRANSCANADA ANNOUNCE A MERGER OF EQUALS, CREATING WORLD CLASS ENERGY SERVICES AND CHEMICALS COMPANIES
CALGARY, Jan. 26 /CNW/ -
NOTE: TransCanada PipeLines and NOVA Corporation invite the financial community and the media to:
8:15 a.m. MST (10:15 a.m. Eastern time) analysts conference 9:15 a.m. MST (11:15 a.m. Eastern time) media conference Ballroom, Metropolitan Centre, 330 - 4 Ave. S.W. Calgary, Alberta
The dial-in phone number for analysts is: 1-800-290-2715 The dial-in phone number for media is: 1-800-633-8728 Satellite coordinates for the media conference: ANIK E2C 1B (Channel 2) Audio 6.2/6.8
We encourage everyone to start dialing in 20 minutes early to ensure you are able to participate. Media will be in a listen-only mode for the analyst call. Analysts will be in a listen-only mode for the media portion of the call.
The companies have issued the following joint press release and supporting materials. These will be posted on the companies' respective internet sites -- transcanada.com and nova.ca
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The boards of directors of TransCanada PipeLines Limited (TransCanada) and NOVA Corporation (NOVA) today announced agreement to merge the companies. The merger will create the fourth largest energy services company in North America, with approximately $16 billion in revenues and $21 billion in assets, a significantly improved competitive position in North America and globally, and new growth opportunities. NOVA Chemicals, with $3.4 billion in revenues and $3.9 billion in assets (September, 1997 numbers), will be an independent, world class chemical business.
Under the terms of the agreement, NOVA shareholders will exchange each NOVA share for 0.52 TransCanada shares. Immediately following this, the new enterprise will be split into separate energy and chemicals businesses.
''The North American energy services industry is experiencing a wave of consolidation as companies position themselves for success in an increasingly competitive market,'' said George Watson, TransCanada's president and chief executive officer. ''This merger will allow us to meet the challenge of this new environment, to strengthen our ability to respond to customers' needs for new, cost-effective services, and to accelerate our international and midstream business growth. As a result, this merger will allow us to increase our future earnings growth.''
J. E. (Ted) Newall, NOVA's vice-chairman and chief executive officer, said, ''Two companies -- both born in the 1950s -- are being reborn for the new century. We are witnessing the birth of a major Canadian company with remarkable strengths and a commanding presence in global energy. This will build a much stronger platform to create value for shareholders. NOVA Chemicals will be an independent, internationally competitive entity consistent with our previously announced reorganization.''
NOVA and TransCanada believe that the transaction will significantly enhance value for the shareholders of both companies. The earnings in 1999 and beyond are expected to grow faster than the earnings from the two energy services companies could on a stand-alone basis. The transaction will be accounted for on a pooling of interests basis. Under the agreement, each outstanding NOVA preferred share would be exchanged for a preferred share in the merged company.
The merger will offer many significant benefits: - provides the new organization with the ability to offer low-cost, flexible services from the Western Canada Sedimentary Basin to end customers in major North American markets; - aligns both companies pipeline capacity planning, thus enabling the new organization to be more responsive to producers' transportation needs, particularly during periodic surges of exploration success; - improves and expands the strategic positioning and growth opportunities of both companies in gathering and processing natural gas; - provides significant new marketing opportunities; - creates a stronger international presence and provides a number of new growth opportunities; - targeted annual operating and capital cost savings of more than $150 million; - incremental revenue growth is expected to contribute at least $100 million of pre-tax earnings by 2002; and - expected initial annual dividend of $1.12 per common share, consistent with TransCanada's historical pay-out ratio.
NOVA Chemicals also offers many significant benefits to shareholders: - it is a large, pure commodity chemical company; - it has high quality, world scale assets which are well positioned to earn substantial returns in all phases of the chemical cycle; and - it is a cost leader in most major products with strong market positions.
Each of TransCanada and NOVA will appoint one-half of the directors of each of the merged energy services company and the chemicals company, and the shareholders of TransCanada and NOVA will own approximately half of each company. The boards of directors named the following executives to lead the two businesses:
1. Merged energy services company:
Gerald Maier, currently chairman of the board of TransCanada, will be chairman emeritus and a director; Mr. Maier was a major force in making the merger happen; Richard Haskayne, currently chairman of NOVA Corporation, will be chairman of the board; Harry Schaefer, currently a member of TransCanada's board of directors, will be vice chairman; and George Watson, currently president and chief executive officer of TransCanada, will be president and chief executive officer.
2. NOVA Chemicals
Ted Newall, currently vice chairman and chief executive officer of NOVA, will be chairman of the board; Gerald Maier, currently chairman of the board of TransCanada, will be vice chairman; and Jeffrey Lipton, currently president of NOVA, will be president and chief executive officer.
NOVA and TransCanada expect to complete the transaction, by way of a court-approved Plan of Arrangement, in the second quarter of 1998. It will become effective following shareholder approvals of both companies and the receipt of the necessary tax, regulatory and court clearances. The agreement provides for the payment of a fee of $175 million in the event the transaction is not completed for certain reasons. Shareholders will receive an information circular detailing the terms of the proposal, required approvals and shareholders meetings.
Although there will be redundancies between the two workforces, the companies' concern is more focused on retaining their well-educated, highly skilled workforces, rather than reducing them. The new company will have greater growth opportunities. This growth, plus normal attrition, will address much of the overlap. Any job reductions beyond these will be addressed through voluntary retirements and through NOVA's highly respected Employment Transition and Continuity (ET&C) program. This program will be equally available to all current employees of TransCanada and NOVA.
The merged energy company will continue to be headquartered in Calgary. The market capitalization is expected to exceed $11 billion, approximately the tenth largest market capitalization on The Toronto Stock Exchange (TSE). NOVA Chemicals will also have its headquarters in Calgary.
Nesbitt Burns Inc. and Merrill Lynch & Co. acted as financial advisors to TransCanada and have provided fairness opinions to TransCanada. RBC Dominion Securities Inc. acted as financial advisor to NOVA and has provided a fairness opinion to NOVA.
Fast Facts NOVA NOVA NOVA Trans Merger Total Chemicals Energy Canada Energy (x) (x) Services (xx) Services (x) Assets $ 10.3B $ 3.9B $ 6.4B $ 14.6B $ 21.0B Revenues $ 4.8B $ 3.4B $ 1.4B $ 14.2B $ 15.6B Net Income to Common $ 467M $ 246M $ 221M $ 408M $ 629M Employees 6,300 3,000 3,300 3,000 6,300 Kilometres of Pipe 21,700 N/A 21,700 14,489 35,189
Notes: ------ (x) As at or for the 12 months ended September 30, 1997. (xx) As at or for the year ended December 31, 1997.
Major Subsidiaries and Affiliates
TransCanada NOVA 100% TransCanada Energy 100% Novagas Canada Ltd. 100% TransCanada International 100% Pan-Alberta Gas 100% Alberta Natural Gas Co. Ltd. 56.5% Gasoducto GasAndes S.A. 100% Cancarb 51% Arcan Ingenieria y Construcciones 50% Trans Quebec & Martimes 50% Foothills Pipe Lines (Alberta) 50% Great Lakes Gas Transmission 40% OGP Technical Services 49% Foothills Pipe Lines (South B.C.)30% Gasoducto del Pacifico 44% Foothills Pipe Lines (Sask.) 27% Methanex Corporation 40% CentrOriente 26% NGC Corporation 34% TransGas 25% East Australian Pipeline 30% Northern Border Gas Transmission 19.2%Transportadora de Gas del Norte 29% Iroquois Gas Transmission 15% Sociedad Electrica Santiago 17.5%OCENSA |