Calgary and Edmonton, Alberta; Montréal, Québec (March 31, 2020) – AltaGas Canada Inc. (“ACI”) (TSX: ACI), the Public Sector Pension Investment Board (“PSP Investments”) and the Alberta Teachers’ Retirement Fund Board (“ATRF”) are pleased to announce the completion today of the acquisition of all of the 30,000,000 common shares of ACI (“Common Shares”) by PSPIB Cycle Investments Inc. (the “Purchaser”), a wholly-owned subsidiary of TriSummit Cycle Holding Inc. (“Holdco”), in an all-cash transaction pursuant to a plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”). The Purchaser acquired each Common Share for $33.50, for total consideration of $1.005 billion.
Mr. Jared Green, ACI's President and Chief Executive Officer, commented:
“We are excited to have this transaction close and to have the support of both PSP Investments and ATRF as we move forward with the execution of our strategy. We have numerous growth opportunities in front of us and a solid financial footing to be able to deliver on them.”
With the Arrangement now complete, the Common Shares will be delisted from the Toronto Stock Exchange in the coming days.
Corporate Name Change
In connection with the completion of the Arrangement, ACI’s name will be changed to TriSummit Utilities Inc.
TriSummit Utilities Inc. will remain incorporated under the CBCA, with its headquarters located in Calgary, Alberta. While TriSummit Utilities Inc. will not have its securities listed on any stock exchange, it will continue to be a reporting issuer under applicable Canadian securities laws because its public debt remains outstanding.
“Changing our name to TriSummit Utilities Inc. is a reflection of the next step for our organization while providing acknowledgment to our three utilities which are the foundation of our company,” added Mr. Green. “Most importantly, we will continue to deliver the same safe, reliable and affordable service to our customers while continuing the strong relationships we have built with our regulators.”
Board of Directors
David W. Cornhill, Gregory A. Aarssen, Judith Athaide, Amit Chakma, William J. Demcoe and Jared Green will continue as Directors of ACI following completion of the Arrangement and Mr. Cornhill will remain as Chair of the Board. All of ACI’s officers will continue in their positions.
Mr. David Cornhill, ACI’s Chair of the Board, commented:
“On behalf of the Board, I would like to extend my sincere thanks and best wishes to Corine Bushfield, who has resigned from ACI’s Board of Directors. I am pleased to see good continuity with the Board of Directors and Management and welcome the new Directors. Finally, I would like to congratulate the team at ACI, PSP Investments and ATRF on the completion of the Arrangement, which I believe is a positive outcome for all stakeholders.”
In connection with the completion of the Arrangement, ACI also announces the following four new Directors: Dietz Kellmann, Samuel Langleben, Patrick Chabot and Jason Munsch.
Dietz Kellmann is the President and Chief Operating Officer of Global Remediation Technology, and President of DCLK Consulting Corp. Dietz also serves as a Director of Doyon Utilities, LLC. He holds a Bachelor of Arts (Honours) in Economics from the University of Western Ontario, a Master of Arts in Economics from the University of Western Ontario, and a Master of Business Administration from Simon Fraser University. He is a member of the Institute of Corporate Directors.
Sam Langleben is a Director, Infrastructure Investments, at PSP Investments. He holds a Masters in International Energy Policy Management from Columbia University’s School of International & Public Affairs, and a Bachelor of Commerce from McGill University.
Patrick Chabot is a Director, Infrastructure Investments, at PSP Investments. He is a CFA Charterholder and holds a Master of Science in Finance and a Bachelor of Business Administration from Laval University.
Jason Munsch is Head of Infrastructure at ATRF. He is a CFA Charterholder, holds an ICD.D designation, a Master of Business Administration from the University of Calgary and a Bachelor of Commerce from the University of Alberta.
Details regarding the Arrangement are set out in ACI’s management information circular and proxy statement dated November 19, 2019, a copy of which can be found under ACI’s profile on SEDAR at www.sedar.com.
The purpose of the Arrangement was to enable the Purchaser to acquire 100% of the Common Shares. Immediately prior to the completion of the Arrangement, neither the Purchaser nor Holdco directly or indirectly owned any securities of ACI.
ACI is a Canadian company with natural gas distribution utilities and renewable power generation assets. ACI serves approximately 130,000 customers, delivering low carbon energy, safely and reliably. For more information visit: www.altagascanada.ca. ACI’s head office is located at 444 5th Avenue SW, Suite 2100, Calgary, Alberta, T2P 2T8.
About PSP Investments
PSP Investments is one of Canada’s largest pension investment managers with approximately $168 billion of net assets as of March 31, 2019. It manages a diversified global portfolio of investments in public financial markets, private equity, real estate, infrastructure, natural resources and private debt. Established in 1999, PSP Investments manages net contributions to the pension funds of the federal Public Service, the Canadian Forces, the Royal Canadian Mounted Police and the Reserve Force. Headquartered in Ottawa, PSP Investments has its principal business office in Montreal and offices in New York, London and Hong Kong. For more information, visit investpsp.com or follow PSP Investments on Twitter and LinkedIn.
ATRF is one of Canada’s fastest growing pension plans with approximately $18 billion of net assets under management. ATRF manages a diversified global portfolio composed of investments in public financial markets, infrastructure, private equity, real estate and absolute return strategies. Based in Edmonton, ATRF also manages and administers pension plans for more than 83,000 teachers in Alberta. Visit www.atrf.com for more information.
About the Purchaser and Holdco
The Purchaser and Holdco are corporations incorporated under the CBCA that were formed solely in anticipation of engaging in the Arrangement. PSP Investments holds a majority indirect economic interest in Holdco and ATRF holds a minority indirect economic interest in Holdco. The Purchaser is a wholly-owned subsidiary of Holdco. The registered office of each of the Purchaser and Holdco is located at 199 Bay St., Suite 4000, Toronto, Ontario, M5L 1A9.
For Further Information Contact:
AltaGas Canada Inc.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable Canadian securities laws (“forward-looking statements”). Words such as "may", "can", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "expect", "project", "target", "potential", "objective", "continue", "outlook", "opportunity" and similar expressions suggesting future events or future performance are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the delisting of the Common Shares on the TSX, ACI’s intention to change its name, ACI’s continued existence under the CBCA with its headquarters in Calgary, Alberta and its intent to remain a reporting issuer under applicable Canadian securities laws, certain operational activities and details regarding the directors and officers of ACI following completion of the Arrangement.
These forward-looking statements are not guarantees of performance and are subject to certain risks and uncertainties which could cause results or events to differ from current expectations, including, without limitation: general business and economic conditions and whether ACI continues to have any outstanding public debt. ACI believes the material factors, expectations and assumptions reflected in these forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
Many factors could cause ACI’s actual results, performance or achievements to vary from those described in this news release, including, without limitation, those listed above and the assumptions upon which they are based proving incorrect. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release as intended, expected, projected or targeted and such forward-looking statements included in this news release should not be unduly relied upon. The impact of any one assumption, risk, uncertainty or other factor on a particular forward-looking statement cannot be determined with certainty because they are interdependent and ACI’s future decisions and actions will depend on management’s assessment of all information at the relevant time. Such statements speak only as of the date of this news release. ACI does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law. The forward-looking statements contained in this news release are expressly qualified by these cautionary statements.