Gibson Energy Inc. announces closing of the OMNI acquisition, exchange of subscription receipts into common shares and confirms 4% dividend increase

Oct 31, 2012


Unless otherwise indicated all financial figures are in Canadian dollars

CALGARY, Oct. 31, 2012 /CNW/ - Gibson Energy Inc. ("Gibson"), (TSX: GEI), is pleased to announce the completion of Gibson's previously announced acquisition of all of the issued and outstanding common stock of the parent holding company of OMNI Energy Services Corp. ("OMNI") for US$445 million (the "Acquisition").  The purchase prices assumes that, at the completion of the Acquisition, OMNI had 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.

Gibson is also pleased to confirm that it will increase its quarterly dividend rate to $0.26 per common share, representing a 4% increase from the prior quarterly rate and resulting in a new annualized dividend of $1.04 per common share.

The US$445 million purchase price for the Acquisition was financed, in part, by the net proceeds of the subscription receipt offering completed by Gibson on October 29, 2012.  With the closing of the Acquisition, Gibson confirms that the escrow release condition of the subscription receipt agreement dated October 29, 2012 has occurred and therefore, each outstanding subscription receipt of Gibson has been automatically exchanged, without payment of additional consideration or further action, for one common share of Gibson.  Trading in the subscription receipts on the Toronto Stock Exchange ("TSX") has been halted and will remain halted until the close of business today, at which time the subscription receipts will be de-listed from the TSX.  The common shares issued on exchange of the subscription receipts have commenced trading on the TSX.

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").  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.

For further information:

Ken Hall
Vice President Investor Relations and Communications
(403) 781-2899