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On September 17, 2024, Perpetual Energy Inc. and Rubellite Energy Inc. announced a strategic recombination via an all-share transaction to form Rubellite Energy Corp. The transaction aimed to unlock shareholder value by increasing scale, improving capital access, and generating synergies estimated at $40-50 million over four years. Rubellite shareholders will receive one new share for each existing share, while Perpetual shareholders will receive one new share for every five shares held. Perpetual's $26.2 million senior notes will convert into 11.6 million shares. Post-transaction, Rubellite shareholders will own 72.7%, Perpetual shareholders 14.8%, and Perpetual senior noteholders 12.5% of the combined entity. The recombined company will benefit from a $140 million credit facility and will focus on developing its heavy oil and natural gas assets.
Legal advisors involved were Burnet, Duckworth & Palmer LLP and Felesky Flynn LLP for Rubellite and Perpetual. Financial advisors included Peters & Co. for Rubellite's special committee, and ATB Capital Markets for Perpetual's special committee. Deloitte provided a fairness opinion.
The transaction is expected to close in late October 2024, pending shareholder, court, and Toronto Stock Exchange approvals?
Parties
Company
Perpetual Energy Inc.
Company
Rubellite Energy Inc.
Deal Type
Merger & AcquisitionIndustry
EnergyTransaction
Undisclosed/ConfidentialDeal Status
ActiveClosing Date