Pembina Pipeline Corporation and Provident Energy Ltd. Announce Filing of Joint Management Information Circular and Proxy State
February 20 2012 - 12:09AM
PR Newswire (Canada)
CALGARY, Feb. 23, 2012 /CNW/ - Pembina Pipeline Corporation
("Pembina") and Provident Energy Ltd. ("Provident") announced today
that their Joint Management Information Circular and Proxy
Statement ("Circular") with respect to the proposed plan of
arrangement (the "Arrangement") has been filed with securities
regulators in Canada and the United States and will be mailed to
shareholders of record as at February 14, 2012. The Circular
contains a detailed description of the Arrangement and the matters
to be considered at the special meeting of Provident shareholders
and the special meeting of Pembina shareholders to be held on March
27, 2012. The Circular will be available on the SEDAR website
(www.sedar.com), the U.S. Securities and Exchange Commission's
website (www.sec.gov), as well as on each of the Pembina and
Provident websites (www.pembina.com and www.providentenergy.com).
Shareholders of record on February 14, 2012 will receive a paper
copy of the Circular by mail unless they have previously opted to
receive materials electronically. The Circular includes the notices
of special meetings of Pembina and Provident shareholders,
information on how to vote and details about the Arrangement as
previously announced by Pembina and Provident on January 16, 2012.
Also contained in the Circular is detailed information regarding
Pembina and Provident and certain pro forma financial and other
information regarding Pembina after giving effect to the
Arrangement. The Circular also includes certain risk factors
relating to the completion of the Arrangement and the potential
consequences of a Provident shareholder exchanging such holder's
Provident shares for Pembina shares in connection with the
Arrangement. The special meetings of Provident and Pembina
shareholders will be held on March 27, 2012 in the Metropolitan
Ballroom located at the Metropolitan Conference Centre, 333 - 4th
Avenue S.W., Calgary, Alberta, Canada. The special meeting of
Provident shareholders will commence at 9:00 a.m. (MDT) and the
special meeting of Pembina shareholders will commence at 10:30 a.m.
(MDT). All shareholders are encouraged to vote in person or by
proxy. Completion of the Arrangement is conditional on approval of
the Arrangement by at least 66 2/3% of holders of Provident shares
represented in person or by proxy at the special meeting of
Provident shareholders, the approval of the issuance of Pembina
shares to Provident shareholders under the Arrangement by a simple
majority of the votes cast by the holders of Pembina shares
represented in person or by proxy at the special meeting of Pembina
shareholders, approval of the Court of Queen's Bench of Alberta,
the receipt of all necessary regulatory approvals and the
satisfaction of certain other closing conditions customary in
transactions of this nature. It is expected that the Arrangement
will be completed on or about April 1, 2012. Pembina and Provident
have retained Georgeson Shareholder Communications Canada Inc.
("Georgeson") to act as proxy solicitation agent and to respond to
inquiries from shareholders. Georgeson may be contacted by
telephone toll free in North America (for Provident shareholders
1-866-656-4123 or, for Pembina shareholders 1-888-605-8413) or by
email at askus@georgeson.com. About Pembina Pembina Pipeline
Corporation transports crude oil and natural gas liquids produced
in western Canada, owns and operates oil sands pipelines and has a
strong presence in midstream and marketing and gas services
sectors. Pembina provides monthly cash dividends to its
shareholders. Pembina's common shares and convertible debentures
are traded on the Toronto Stock Exchange ("TSX") under the symbols
PPL and PPL.DB.C respectively. About Provident Provident is a
Calgary-based corporation that owns and manages a natural gas
liquids infrastructure and logistics business. Provident's
facilities are strategically located in western Canada and in the
premium natural gas liquids markets in eastern Canada and the U.S.
Provident provides monthly cash dividends to its shareholders.
Provident's common shares are traded on the TSX and the New York
Stock Exchange under the symbols PVE and PVX, respectively.
Provident's convertible debentures are traded on the TSX under the
symbols PVE.DB.E and PVE.DB.F. Forward-Looking Information and
Statements This news release contains certain forward-looking
information and statements ("forward-looking statements") within
the meaning of applicable securities laws and are based on the
expectations, estimates and projections of management of the
parties as of the date of this news release unless otherwise
stated. The use of any of the words "proposed", "may", "expected"
and similar expressions are intended to identify forward-looking
statements and information. More particularly and without
limitation, this news release contains forward-looking statements
concerning the timing of the special meetings of Pembina and
Provident shareholders and publication of related shareholder
materials to consider the proposed Arrangement and the expected
completion date of the Arrangement. The forward-looking statements
in this news release are based on certain key expectations and
assumptions made by Pembina and Provident, including the receipt,
in a timely manner, of regulatory, shareholder and third-party
approvals in respect of the proposed Arrangement. Although Pembina
and Provident believe that the expectations and assumptions on
which such forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the
forward-looking statements and information because Pembina and
Provident can give no assurance that they will prove to be correct.
This news release also contains forward-looking statements
concerning the anticipated completion of the proposed Arrangement
and the anticipated timing for completion of the Arrangement.
Pembina and Provident have provided these anticipated times in
reliance on certain assumptions that they believe are reasonable at
this time, including assumptions as to the time required to mail
the shareholder meeting materials; the timing of receipt of the
necessary regulatory, court and other third-party approvals; and
the time necessary to satisfy the conditions to the closing of the
Arrangement. These dates may change for a number of reasons,
including inability to secure necessary regulatory, court or other
third-party approvals in the time assumed or the need for
additional time to satisfy the conditions to the completion of the
transaction. As a result of the foregoing, readers should not place
undue reliance on the forward-looking statements and information
contained in this news release concerning these times. Accordingly,
readers are cautioned that events or circumstances could cause
results to differ materially from those predicted, forecasted or
projected. Such forward-looking statements are expressly qualified
by the above statements and are made as of the date of this news
release. The parties do not undertake any obligation to publicly
update or revise any forward-looking statements or information
contained herein, except as required by applicable laws. Pembina
Pipeline Corporation CONTACT: PembinaInvestor Inquiries:Scott
BurrowsSenior Manager, Corporate Development and Planning(403)
231-75001-888-428-3222e-mail: investor-relations@pembina.comMedia
Inquiries:Shawn DavisManager, Communications & Public
Affairs(403) 231-7500ProvidentInvestor and Media Inquiries:Raina
VitanovManager, Investor Relations(403) 231-6710email:
info@Providentenergy.com
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