Husky makes $3.3-billion hostile deal for MEG Energy

Husky makes $3.3-billion hostile deal for MEG Energy
Calgary-based Husky Energy makes $6.4B bid to acquire MEG Energy
Husky Energy Inc. is making a hostile bid to acquire MEG Energy Corp. in a transaction valued at $6.4 billion.

In a statement issued Sunday afternoon, Husky says the proposed merger "will create a stronger Canadian energy company."

Husky has other northern Alberta oil sands holdings, including the Sunrise project, a joint venture with BP PLC that started production in 2015. It was not immediately known if there is a rival suitor waiting in the wings. Other companies with bitumen operations close to MEGs include Cenovus Energy Inc. and Canadian Natural Resources Ltd. Canadian Natural has been an active buyer of oil sands operations in the past two years. Cenovus is still working to restore market favour after its difficult $17.7-billion takeover of ConocoPhillipss oil sands holdings in 2017.

The new, Calgary-based operation would have the capacity to produce more than 400-thousand barrels of oil equivalent per day.

MEG, known for its Christina Lake steam-driven oil-sands development south of Fort McMurray, Alta., has been in the midst of a transition after the departure of founder Bill McCaffrey as chief executive in May. His resignation had prompted some speculation of a takeover. Mr. McCaffreys successor, Derek Evans, wrote a letter to shareholders in early September laying out his vision for the company. It included plans to reduce its sizable debt, expand markets and boost production to 113,000 barrels a day by 2020, up from 98,000 in July.

The proposal has been unanimously approved by Husky's board of directors, and will be open for acceptance by MEG shareholders until Jan. 16.

MEG had little to say in reaction to the unsolicited offer on Sunday. It said its board and management would review it to determine if it is in shareholders best interests. We do acknowledge that Husky had stated there had been discussions, however we will comment on our take on all matters pertaining to this unsolicited bid when we formally respond, MEG vice-president John Rogers said in an e-mail.

"Husky is confident the proposed transaction is in the best interests of Husky and MEG shareholders, employees and stakeholders," Husky CEO Rob Peabody said in a statement.

MEG − and weve looked at this quite a while − is a compelling company in that its got great assets, and its got great people, Mr. Peabody said in an interview. We actually would really look forward to welcoming those people into Husky. We need their operations staff, the vast majority of their technical staff and some of their corporate staff, Im sure, as we go though this.

"However, to date, the MEG Board of Directors has refused to engage in a discussion on the merits of a transaction, giving us no option but to bring this offer directly to MEG shareholders."

In July, Daniel Farb, a representative of Highfields Capital Management, which owned 9.9 per cent of MEG at the time, resigned as a director. Mr. Farb said in a statement at the time that he had been pleased with recent asset sales and debt reduction, but he complained that MEG had gone back to a practice of failing to put the best interests of the company and shareholders first.

Husky says the combined company "will have an improved opportunity to accelerate new projects in Canada compared to two separate entities."

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MEGs $8.03 share price represents a gain of about 50 per cent year to date. It has weakened since the summer, however, as the discount on Canadian heavy crude has widened against light U.S. oil grades to levels not seen in five years. The wide difference is due to tight export pipeline capacity and rising industry-wide output.

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Mr. Peabody declined to say if Husky had been in discussions with Highfields since Mr. Farbs departure from the board. You know that Highfields has been fairly vocal themselves, feeling that this company needed to think about a different approach to the future, he said.

Husky Energy Inc. has launched a hostile takeover bid for oilsands competitor MEG Energy Corp. in a potential $6.4-billion deal that analysts say is a sign of more transactions to come.

Husky said on Sunday that it would pay $11 in cash or 0.485 of a Husky share for each MEG share, a premium of 37 per cent over MEGs closing price on Friday of $8.03 on the Toronto Stock Exchange. It would also assume MEGs $3.1-billion debt.

In a release Sunday, Calgary-based oil giant Husky announced that — despite being rebuffed by its target company’s executives over the summer — it is offering $11 per share to buy MEG Energy.

That price is 37 per cent higher than MEG’s most recent closing price of $8.03 per share, valuing the company’s stock at $3.3 billion. When MEG’s $3.1 billion in net debt is considered, the deal is worth $6.4 billion.

Husky, part of the global empire of Hong Kong billionaire Li Ka-shing, said it had attempted to persuade MEGs board of the benefits of a deal, but was rebuffed, prompting it to take its offer directly to shareholders.

“We decided to take this offer to MEG shareholders because we just felt it was too compelling to ignore,” Husky president and CEO Rob Peabody said in an interview Sunday afternoon. He said Husky had approached MEG over the summer but had been rebuffed.

Rob Peabody, Huskys CEO, said the combination would be positive for MEG shareholders and the Alberta industry, as it provides a stronger company with links to company-owed refineries in Canada and the United States.

Peabody will be in Toronto on Monday and said he plans to visit Montreal, Boston and New York over the next two weeks to make Husky’s case directly to MEG’s shareholders.

Husky Energy Inc. has launched a $3.3-billion hostile takeover offer for MEG Energy Corp. in a bid to bolster its oil sands holdings with prices for the heavy crude in a slump.

MEG has long been considered a prime takeover target in the Calgary oil patch, Ninepoint Partners portfolio manager Eric Nuttall said Sunday. Nuttall’s fund owns 2.5 million shares in MEG.

Oil sands heavyweights Suncor Energy Inc. and Imperial Oil Ltd. could also have a look at MEG, Phil Skolnick, analyst at Eight Capital, said in a note to clients.

“It validates the quality of their assets,” he said of Husky’s offer, but added that he’s not willing to accept the deal as is because he thinks another bidder will step in and create a bidding war.

Mr. Skolnick said in August that Mr. Farbs departure could be the start of a shareholder activist move that could eventually lead to the sale of the company.

“In Calgary, hostiles rarely happen but now that the doors have been opened, there will be others,” Nuttall said.

Husky is focused on heavy-oil production in Western Canada but is also a partner in offshore projects off Newfoundland and Labrador.

Peabody, for his part, acknowledged he could get into a bidding war for MEG but said that no other company could offer the “synergies” that Husky offers.

“Whether there may be other competitors, I don’t know,” he said, adding, “MEG and Husky is a match.”

The potential deal would continue a trend of consolidation in the Calgary oilpatch, Canoe Financial portfolio manager Rafi Tahmazian said.

“We are in consolidation mode, and it’s about survival of the strongest and fittest,” Tahmazian said.

He said only a few other companies in the sector could match or exceed what Husky is offering, including Suncor Energy Inc., Canadian Natural Resources Ltd. and Imperial Oil Ltd.

MEG, for its part, refused to take a position on the offer on Sunday, but confirmed it had been received.

“We need to determine whether or not that’s in our shareholders’ best interest,” MEG Energy vice-president, investor relations and external communications John Rogers said Sunday, adding the company’s board had 15 days to respond to Husky’s offer.

Rogers declined to comment on the $11 per share offer price, saying he’d leave a response to the company’s board.