/Not for distribution to U.S. newswire services or for dissemination in
the United States/
Unless otherwise indicated all financial figures are in Canadian dollars
CALGARY, Oct. 29, 2012 /CNW/ - Gibson Energy Inc. ("Gibson"), (TSX:
GEI), is pleased to announce that it has closed its previously
announced "bought deal" offering of 18,216,000 subscription receipts
(including the exercise in full of the over-allotment option granted to
the underwriters to purchase an additional 2,376,000 subscription
receipts) at a price of $22.10 per subscription receipt for gross
proceeds of approximately $403 million (the "Offering"). The net
proceeds of the Offering will be used to finance a portion of the
purchase price for of all the issued and outstanding common stock of
the parent holding company of OMNI Energy Services Corp. ("OMNI"). The
subscription receipts will commence trading on the Toronto Stock
Exchange today under the symbol GEI.R.
On October 11, 2012, Gibson announced that it had entered into a
definitive agreement (the "Agreement") to acquire OMNI for US$445
million (the "Acquisition"). The purchase price assumes that OMNI will
have, at closing, working capital of US$43.5 million, no debt and no
cash. OMNI is a privately held provider of environmental and
production services to the oil and gas industry and is based in
Carencro, Louisiana. OMNI has a strong competitive position in most
major oil and liquids focused areas in the United States (including,
but not limited to, the U.S. Bakken, Granite Wash, Eagle Ford,
Tuscaloosa Marine, Mississippi Lime and the Gulf of Mexico) with a
significant focus on environmental and production-related activities.
Each subscription receipt entitles the holder thereof to receive,
without payment of additional consideration or further action, upon
closing of the Acquisition and upon satisfaction of certain escrow
release conditions, one common share of Gibson plus an amount equal to
the cash dividends Gibson declares on the common shares, if any, for
record dates which occur during the period from and including today, up
to but not including the date the Acquisition closes, net of any
applicable withholding taxes.
The net proceeds from the sale of the subscription receipts are being
held by an escrow agent pending receipt of all approvals required to
finalize the Acquisition and fulfillment or waiver of all other
outstanding conditions precedent to closing the Acquisition. In the
event such approvals and conditions are not satisfied prior to January
31, 2013 or if the Agreement is terminated prior to such time, or
Gibson advises the underwriters or discloses to the public that it does
not intend to proceed with the Acquisition, the holders of the
subscription receipts will be entitled to receive an amount equal to
the full subscription price thereof plus their pro rata share of the
interest earned on the escrowed funds, net of any applicable
withholding taxes. The closing of the Acquisition is expected to occur
on or about October 31, 2012.
The Offering was conducted through a syndicate of investment dealers
co-led by BMO Capital Markets and RBC Capital Markets, with BMO Capital
Markets acting as sole bookrunner.
Neither the subscription receipts nor the common shares have been nor
will be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale
of the securities in the United States or any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Gibson
Gibson is one of the largest independent midstream energy companies in
Canada and a major participant in the crude oil transportation business
in the United States, and is engaged in the movement, storage,
blending, processing, marketing and distribution of crude oil,
condensate, natural gas liquids, and refined products. Gibson
transports hydrocarbons by utilizing its integrated network of
terminals, pipelines, storage tanks, and truck fleet located throughout
western Canada and the United States. Gibson is also involved in the
processing, blending and marketing of hydrocarbons, provision of water
disposal and oilfield waste management services and is the second
largest retail propane distribution company in Canada.
Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking information and statements (collectively,
"forward-looking statements") including, but not limited to, the
Offering, the use of proceeds from the Offering, the anticipated
closing of the Acquisition, the aggregate cash consideration payable in
connection with the Acquisition and the anticipated sources of funding
thereof. These statements relate to future events or Gibson's future
performance. All statements other than statements of historical fact
are forward-looking statements. The use of any of the words
''anticipate'', ''plan'', ''contemplate'', ''continue'', ''estimate'',
''expect'', ''intend'', ''propose'', ''might'', ''may'', ''will'',
''shall'', ''project'', ''should'', ''could'', ''would'', ''believe'',
''predict'', ''forecast'', ''pursue'', ''potential'' and ''capable''
and similar expressions are intended to identify forward-looking
statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events
to differ materially from those anticipated in such forward-looking
statements. Although Gibson believes these statements to be reasonable,
no assurance can be given that these expectations will prove to be
correct and such forward-looking statements included in this press
release should not be unduly relied upon. Gibson's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of regulatory decisions, competitive factors in
the industries in which Gibson operates, prevailing economic conditions
and other factors, including those listed above, many of which are
beyond the control of Gibson. The forward-looking statements contained
in this press release represent Gibson's expectations as of the date
hereof, and are subject to change after such date. Gibson disclaims any
intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise, except as may be required by applicable securities
regulations.
SOURCE: Gibson Energy Inc.