GMT Capital Corp. Opposes Proposed Acquisition of Pipestone Energy Corp. by Strathcona Resources Ltd.
16 September 2023 - 3:09AM
GMT Capital Corp. ("
GMT") today announces that it
intends to oppose and vote against the proposed acquisition of
Pipestone Energy Corp. ("
Pipestone") by Strathcona
Resources Ltd. ("
Strathcona"). GMT opposes the
acquisition of Pipestone by Strathcona for a number of reasons
including that GMT believes the consideration offered by Strathcona
undervalues the common shares of Pipestone (the "Pipestone
Shares"). Full details of the reasons for GMT's position are set
forth in an early warning report (the "
Early Warning
Report") and dissident proxy circular (the
"
Dissident Circular") filed by GMT on Pipestone's
profile on SEDAR+ at www.sedarplus.ca.
The acquisition was initially announced by
Pipestone and Strathcona on August 1, 2023 and involves the
acquisition of all of the issued and outstanding common shares of
Pipestone (the "Pipestone Shares") in exchange for
common shares of Strathcona ("Strathcona Shares")
by way of amalgamation pursuant to a plan of arrangement under
Section 193 of the Business Corporations Act (Alberta) (the
"Arrangement"). Pursuant to the Arrangement, each
Pipestone Shareholder will receive 0.067967 Strathcona Shares for
each Pipestone Share held. Pipestone shareholders will be asked to
approve the Arrangement at a special meeting of the Pipestone
shareholders scheduled to be held at 10:00 a.m. (Calgary time) on
September 27, 2023 (the "Pipestone Meeting").
GMT is a significant shareholder of Pipestone as
it, together with certain entities that may be considered joint
actors of GMT, currently have control or direction of, directly or
indirectly, 53,238,135 Pipestone Shares representing 19.03% of the
issued and outstanding Pipestone Shares. This press release is
being issued in accordance with GMT's early warning obligations
under National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues ("NI
62-103").
As an eligible institutional investor under NI
62-103, GMT was previously qualified to file alternative monthly
reports in respect of its shareholdings of Pipestone under Part 4
of NI 62-103; however, as a result of GMT's filing of the Dissident
Circular and intent to oppose the Arrangement, GMT is now
disqualified from the alternative monthly reporting system under NI
62-103 and as such is required to issue this press release and the
corresponding Early Warning Report.
The last alternative monthly report filed by GMT
in respect of Pipestone was filed on February 10, 2023 (the
"Alternative Monthly Report"). GMT's hedge fund
and private client managed accounts (the "managed
accounts") currently hold 37,675,762 Pipestone Shares
("Pipestone Shares") representing 13.47% of the
issued and outstanding Pipestone Shares. Since the last Alternative
Monthly Report, the number of Pipestone Shares held by managed
accounts of GMT has increased by 533,600 Pipestone Shares and the
percentage of the issued and outstanding Pipestone Shares held by
managed accounts of GMT has increased by 0.14%. The managed
accounts of GMT paid an aggregate price of CAD$1,568,980.83 for the
Pipestone Shares acquired since the date of the last Alternative
Monthly Report or an average price per Pipestone Share of CAD$2.94.
The additional Pipestone Shares acquired since the last Alternative
Monthly Report were acquired through the Toronto Stock Exchange or
alternative exchanges and trading systems. In addition to the
Pipestone Shares held by managed accounts of GMT, GMT Exploration
Company LLC ("GMT Exploration"), a privately held
independent oil and natural gas company that may be considered a
joint actor under applicable securities laws, also holds Pipestone
Shares. GMT Exploration currently holds 15,562,373 Pipestone Shares
representing 5.56% of the issued and outstanding Pipestone Shares.
There has been no change in the holdings of Pipestone Shares by GMT
Exploration since the last Alternative Monthly Report.
The Pipestone Shares were initially acquired in
the ordinary course of business, for investment purposes only and
not for the purpose of exercising control or direction over
Pipestone. However, GMT now intends to oppose the acquisition of
Pipestone by Strathcona pursuant to the Arrangement. In addition,
upon delivery of the Dissident Circular to other shareholders of
Pipestone, GMT intends to encourage such other Pipestone
shareholders to vote against the Arrangement. Subject to any
restrictions on the acquisition or disposition of Pipestone Shares
by GMT under applicable securities laws, GMT and its managed
accounts may from time to time acquire additional Pipestone Shares,
dispose of some or all of the Pipestone Shares held by them, or may
continue to hold Pipestone Shares currently held.
As indicated above, Pipestone intends to hold
the Pipestone Meeting for Pipestone shareholders to vote on the
Arrangement at 10:00 a.m. (Calgary time) on September 27, 2023,
which will be held virtually. Details of the Pipestone Meeting can
be found in Pipestone's management information circular dated
August 25, 2023, which is available on SEDAR+ at
www.sedarplus.ca.
For further information or to receive a
copy of the Early Warning Report or Dissident Circular please
contact:
GMT Capital Corp. 2300 Windy Ridge ParkwaySuite 550
SouthAtlanta, GA 30339
Note: Any reference to percentages of the issued
and outstanding Pipestone Shares held by various entities as set
out in this press release are based on there being 279,708,061
Pipestone Shares issued and outstanding, as represented in
Pipestone's management information circular dated August 25,
2023.
(770) 989-8250
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