CK Hutchison Holdings Limited - Media Center > Press Releases
Press Releases
Related Topics
Press Releases

Husky Oil to merge with Renaissance Energy
Merged company to be listed in Canada

Hong Kong (19 June 2000) - Hutchison Whampoa Limited's ("HWL") 49% owned associated company, Husky Oil Limited ("Husky Oil") announced today that it has entered into a definitive agreement with Renaissance Energy Limited ("Renaissance"), also a Canadian company, to merge through a plan of arrangement. The agreement is subject to normal closing conditions, including the receipt of court, regulatory and Renaissance shareholder approvals. The new company, to be called Husky Energy Inc. ("Husky Energy") will be one of Canada's largest integrated oil and gas companies.

Pursuant to the plan of arrangement, the ownership of Husky Energy will be held 65% by the current Husky Oil shareholders and 35% by the current Renaissance shareholders and a total of 429 million Husky Energy common shares will be outstanding following the completion of the transaction. On this basis, HWL will hold approximately 136.6 million shares or 31.8% of the issued equity share capital of Husky Energy. In addition, the current Husky Oil shareholders, including HWL, have agreed to acquire on a pro rata basis for cash up to 27.8 million shares of Renaissance, from the current Renaissance shareholders, at a price of Cdn$ 18.00 per share (the "Cash Option"). The maximum purchase under the Cash Option is Cdn$500 million. Assuming the maximum number of shares are acquired under the Cash Option and exchanged for Husky Energy shares, HWL will hold a further approximately 13.6 million shares in Husky Energy for a consideration of Cdn $245 million (approximately HK$1,294 million) and increase its shareholding in Husky Energy from 31.8% to 35.0%.

It is a condition to completion of this transaction that Husky Energy shares are listed on The Toronto Stock Exchange. The value of the consideration received by HWL for its holding in Husky Oil will be determined based upon the quoted share price of Husky Energy when dealing commences. Based upon an estimated current trading range of 15.0 times forward earnings for Husky Energy's peer group of Canadian integrated oil and gas companies, Husky Energy would have a pro forma market capitalisation of Cdn$7.2 billion. On this basis, HWL expects to report a profit from this transaction of approximately HK$6,500 million.

For further information, attached is a copy of the joint news release of Husky Oil and Renaissance.

Ends

For media enquiries, please contact:
Laura Cheung
Hutchison Whampoa Limited
Tel: (852) 2128 1289


NEWS RELEASE

HUSKY OIL LIMITED AND RENAISSANCE ENERGY LTD. TO MERGE
CREATING ONE OF CANADA'S LARGEST ENERGY COMPANIES

New company will be 2nd largest producer of oil and natural gas, 4th largest downstream retailer A leader in high growth heavy oil, oil sands and offshore frontier activity
Strong earnings growth from a balanced asset portfolio of high cash flow generating assets Continued financial flexibility to pursue growth opportunities

CALGARY, June 19, 2000 - Husky Oil Limited ("Husky Oil") and Renaissance Energy Ltd. ("Renaissance"), both of Calgary, announced today that they have entered into a definitive agreement to merge through a plan of arrangement. The new company, to be called Husky Energy Inc. ("Husky Energy"), will be one of Canada's largest integrated oil and gas companies with an exceptional growth profile, a strong cash-generating asset base, and the financial flexibility to pursue strategic projects.

Under the terms of arrangement:

  • The Husky Oil shareholders have agreed to acquire for cash up to 27.8 million shares of Renaissance, on a pro rata basis from the Renaissance shareholders, at a price of Cdn$18.00 per share (the "Cash Option"). The maximum purchase under the Cash Option is Cdn$500 million.

  • All Renaissance shareholders who do not elect to receive the Cash Option will receive one (1) common share of Husky Energy for each Renaissance share held.

  • All Renaissance shareholders (including those who elect to receive the Cash Option) will receive a special return of capital of Cdn$2.50 per share from Husky Energy.

Based on an agreed ownership split in Husky Energy of 65% for Husky Oil shareholders and 35% for Renaissance shareholders, a total of 429 million Husky Energy common shares will be outstanding following completion of the transaction and upon the ultimate exercise of Renaissance in-the-money options. Assuming the maximum purchase under the Cash Option, Husky oil shareholders will own approximately 71.5% of the Husky Energy shares. The transaction will be accounted for as a purchase by Husky of Renaissance under the purchase method in accordance with Canadian GAAP. Based upon an estimated current trading range of 15.0x forward earnings for Husky Energy's peer group of Canadian integrated oil and gas companies, Husky Energy would have a pro-forma market capitalization of Cdn$7.2 billion and debt of Cdn$3.3 billion for an enterprise value of Cdn$10.5 billion. Based on these assumptions, the estimated total consideration of approximately Cdn$19.40 per Renaissance share represents a premium of 28% over Renaissance's 10-day average closing price prior to announcement of Cdn$15.18 per share. Of this amount Renaissance shareholders will receive a total of Cdn$5.83 in cash per share assuming the Cdn$500 million is prorated over all Renaissance shares outstanding. Husky Energy will establish an annual dividend of Cdn$0.36 per share, payable quarterly. It is a condition to closing that Husky Energy common shares will be listed on The Toronto Stock Exchange.

The merger will create one of the largest integrated oil and gas companies in Canada. Total annual production will be approximately 252,000 barrels of oil equivalent per day and total proven and probable reserves will be in excess of 1.43 billion barrels of oil equivalent based on 10:1 gas to BOE conversion. It will be the second largest Canadian integrated oil and gas producer in terms of production and reserves and the fourth largest downstream retailer.

Based on annualized Q1 2000 pro-forma results, Husky Energy would generate revenues in excess of Cdn$5 billion, earnings exceeding Cdn$485 million and cash flow of approximately Cdn$1.55 billion in 2000. Q1 2000 liquids production averaged 181.5 mbbls/d and natural gas production averaged 635.0 mmcf/d. Husky Energy is well positioned to report higher production in 2001 with the startup of the Terra Nova project and continued growth in its core areas.

Mr. John C. S. Lau, Chief Executive Officer of Husky Oil, said, "This is a win-win for both companies and a major step in realizing future growth potential. The complimentary nature of our respective assets creates a more diversified, balanced and high quality growth-orientated platform. We will be well positioned to realize the full profit-generating potential of our high growth opportunities in heavy oil, oil sands, and offshore east coast. We will also be well positioned to expand our international projects, including in Asia. We have high regard for Renaissance, its achievements, and its people. Our combined presence and focus will create a company that will benefit from current and emerging trends across the industry. We are excited about today's announcement and our future".

Mr. Ronald G. Green, Chairman of the Board and acting Chief Executive Officer of Renaissance, said, "This announcement is good news for Renaissance and its stakeholders. We have indicated publicly for some time that a merger was one way in which we might pursue the objectives of the strategic repositioning process we initiated a number of months ago. We have concluded that this combination is the best means of achieving our goals. The transition instantly moves us into several new medium and long-term upstream operating areas as well as midstream/downstream activities. It provides greater balance in our risk and asset profile. It provides value to our shareholders now and, more importantly, for years to come through their participation in the future growth and success of a new company with established long-term assets. I am delighted that our shareholders and personnel will have this unique opportunity. That is why our board and management have recommended approval of this transaction."

Husky Oil contributes certain unique assets to the new company:

  • Husky Oil has significant heavy oil and infrastructure operations in the Lloydminster region along the Alberta and Saskatchewan border, including medium-heavy oil production currently in excess of 54,000 bbls/d and 1,200 miles of pipelines with current throughput nearing 500,000 bbls/d. In addition, Husky has a heavy oil upgrader which is producing 62,000 bbls/d of synthetic crude operating in conjunction with a 25,000 bbls/d asphalt refinery. Almost 30% of Renaissance's crude oil production is within this region, creating the opportunity for significant synergies.

  • Husky Oil produces approximately 260 mmcf/d of natural gas production and has a substantial interest in natural gas processing infrastructure including 72% working interest in the 430 mmcf/d Ram River plant and 11% working interest in the 115 mmcf/d Caroline plant. This will complement Renaissance's approximately 400 mmcf/d of largely shallow gas production. On a combined basis, the new company will be the 6th largest natural gas producer in Canada with estimated production of 660 mmcf/d.

  • Husky Oil's position as a leading operator and landowner in the Jeanne d'Arc basin offshore Newfoundland will provide for significant medium and long-term growth. The Terra Nova oil field (12.5% working interest) will begin production in 2001, and Husky Oil's 72.5% working interest in the White Rose oil field is expected to commence production beginning in 2003-2004.

  • Husky Oil also has a large midstream and downstream component, contributing 36% and 14% respectively, to its operating profit in 1999. Husky Oil generated Cdn$232 million EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) from midstream and downstream assets in 1999 that include the Lloydminster Upgrader and an integrated refining/asphalt business, as well as a network of 597 branded service stations.

Husky Energy will be led by an experienced board of directors and management team drawn from both companies. Composition of the board will reflect the levels of ownership in the new company. Mr. Canning Fok, Co-chairman of Husky Oil, will serve as Chairman. Mr. Ronald G. Greene, current Chairman and acting CEO of Renaissance, will serve on the board of Husky Energy. Mr. John C. S. Lau, currently CEO of Husky Oil, will assume the same position in the new company. Mr. Lau has served as Husky Oil's CEO since July 1993. Under his stewardship, Husky Oil has increased its revenues, cash flow and earnings significantly while at the same time investing to position the company for future growth.

The agreement is subject to normal closing conditions, including the receipt of court, regulatory and Renaissance shareholder approvals. It also provides for a break fee of Cdn$82 million if the agreement is terminated under certain circumstances.

It is anticipated that the Information Circular will be mailed to Renaissance shareholders by mid-July. The meeting of Renaissance shareholders is expected to be held in late August with an effective date to occur shortly thereafter.

Merrill Lynch has acted as exclusive financial advisor to Husky Oil in this transaction. RBC Dominion Securities Inc. has acted as exclusive financial advisor to Renaissance and has provided an opinion that the proposed merger is fair, from a financial point of view, to the shareholders of Renaissance.

The securities offered by Husky Energy will not be and have not been registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or any applicable exemption from registration requirements.

Renaissance will file an information circular with the U.S. Securities and Exchange Commission ("SEC") in connection with the proposed arrangement. The information circular will contain important information which investors should read carefully before they make any decision with respect to the proposed arrangement transaction. The information circular and certain other documents will be made available to investors at no expense to them by calling or writing to Mr. Douglas Proll, Acting Chief Financial Officer, Renaissance Energy Ltd., at Suite 3000, 425-First Street S.W., Calgary, Alberta T2P 3L8, Tel: (403) 750-1400 or is available on the company's website www.renaissance.ca.

Contacts:

Husky Oil LimitedRenaissance Energy Ltd.
Laurel Nichol
Manager, Corporate Communications
(403) 298-7188
Ronald G. Greene
Chairman and acting CEO
(403) 750-1416

In light of Husky Oil's status as a privately-held company, background information on Husky Oil, its activities, performance and other information surrounding the proposed transaction is attached or is available through the company. Additional background information on Husky Oil is available on the company's website www.husky-oil.com.