HOUSTON and CALGARY,
AB, April 8, 2024 /PRNewswire/ -- Chord
Energy Corporation (NASDAQ: CHRD) ("Chord" or "Chord Energy") and
Enerplus Corporation (TSX: ERF) (NYSE: ERF) ("Enerplus") announced
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), in connection
with the pending combination between Chord and Enerplus, expired on
April 5, 2024.
The expiration of the waiting period under the HSR Act satisfies
one of the conditions to the closing of the previously announced
combination between Chord and Enerplus in a stock-and-cash
transaction. The transaction is expected to close in the second
quarter of 2024, subject to satisfaction of certain closing
conditions.
Chord anticipates that its definitive proxy statement relating
to the special meeting of Chord stockholders to consider and vote
upon (i) the issuance of shares of Chord common stock in connection
with the transaction and (ii) the amendment to its charter to
increase the number of authorized shares of Chord common stock from
120,000,000 to 240,000,000 will be filed on April 9, 2024. The record date for the Chord
stockholders entitled to vote at the special meeting is the close
of business on April 8, 2024, and the
special meeting is scheduled to be held on May 14, 2024.
Enerplus anticipates that its management information circular
relating to the special meeting of Enerplus shareholders to
consider and vote upon the transaction will be filed and delivered
to Enerplus shareholders in late April
2024 in advance of the shareholder meeting anticipated to be
held in late May 2024.
About Chord Energy
Chord Energy Corporation is an independent exploration and
production company with quality and sustainable long-lived assets
in the Williston Basin. Chord is uniquely positioned with
a best-in-class balance sheet and is focused on rigorous
capital discipline and generating free cash flow by operating
efficiently, safely and responsibly to develop its unconventional
onshore oil-rich resources in the continental
United States. For more
information, please visit Chord Energy's website
at www.chordenergy.com.
About Enerplus
Enerplus Corporation is an independent North American oil and
gas exploration and production company focused on creating
long-term value for its shareholders through a disciplined,
returns-based capital allocation strategy and a commitment to safe,
responsible operations. For more information, please visit
Enerplus' website at www.enerplus.com.
Forward-Looking Statements
Certain statements in this document concerning the transaction,
including any statements regarding the expected timetable for
completing the transaction, the results, effects, benefits and
synergies of the transaction, future opportunities for the combined
company, future financial performance and condition, guidance and
any other statements regarding Chord's or Enerplus' future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are "forward-looking" statements based on assumptions
currently believed to be valid. Forward-looking statements are all
statements other than statements of historical facts. The words
"anticipate," "believe," "ensure," "expect," "if," "intend,"
"estimate," "probable," "project," "forecasts," "predict,"
"outlook," "aim," "will," "could," "should," "would," "potential,"
"may," "might," "anticipate," "likely" "plan," "positioned,"
"strategy," and similar expressions or other words of similar
meaning, and the negatives thereof, are intended to identify
forward-looking statements. Specific forward-looking statements
include statements regarding Chord's or Enerplus' plans and
expectations with respect to the transaction, timing of closing,
and the anticipated impact of the transaction on the combined
company's results of operations, financial position, growth
opportunities and competitive position. The forward-looking
statements are intended to be subject to the safe harbor provided
by Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including, but not limited to, the
possibility that shareholders of Chord may not approve the issuance
of new shares of Chord common stock in the transaction or that
shareholders of Enerplus may not approve the transaction; the risk
that a condition to closing of the transaction may not be
satisfied; that either party may terminate the arrangement
agreement or that the closing of the transaction might be delayed
or not occur at all; potential adverse reactions or changes to
business or employee relationships of Chord or Enerplus, including
those resulting from the announcement or completion of the
transaction; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Chord and Enerplus; the
effects of the business combination of Chord and Enerplus,
including the combined company's future financial condition,
results of operations, strategy and plans; the ability of the
combined company to realize anticipated synergies in the timeframe
expected or at all; changes in capital markets and the ability of
the combined company to finance operations in the manner expected;
regulatory approval of the transaction; the effects of commodity
prices; the risks of oil and gas activities; and the fact that
operating costs and business disruption may be greater than
expected following the public announcement or consummation of the
transaction. Expectations regarding business outlook, including
changes in revenue, pricing, capital expenditures, cash flow
generation, strategies for the combined company's operations, oil
and natural gas market conditions, legal, economic and regulatory
conditions, and environmental matters are only forecasts regarding
these matters.
Additional factors that could cause results to differ materially
from those described above can be found in Chord's Annual Report on
Form 10-K for the year ended December 31, 2023, and subsequent Quarterly
Reports on Form 10-Q, which are on file with the
Securities and Exchange Commission (the "SEC") and available from
Chord's website at www.chordenergy.com under the "Investors" tab,
and in other documents Chord files with the SEC; and in Enerplus'
annual information form for the year ended December 31, 2023, which is on file with the SEC
and on SEDAR+ and available from Enerplus' website at
www.enerplus.com under the "Investors" tab, and in other documents
Enerplus files with the SEC, TSX or on SEDAR+.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Chord nor Enerplus assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by applicable securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be
exercised against placing undue reliance on such statements.
No Offer or Solicitation
Communications in this news release do not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy any
securities or a solicitation of any vote or approval with respect
to the proposed transaction or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Chord and Enerplus
have filed, or intend to file, materials with the SEC and on
SEDAR+, as applicable. Chord filed a preliminary Proxy Statement on
Schedule 14A (the "Proxy Statement") with the SEC in connection
with the solicitation of proxies to obtain Chord stockholder
approval of the proposed transaction, and Enerplus intends to file
an information circular and proxy statement (the "Circular") with
the SEC, TSX and on SEDAR+ in connection with the solicitation of
proxies to obtain Enerplus shareholder approval of the proposed
transaction. Chord intends to mail a definitive Proxy Statement to
the shareholders of Chord. This news release is not a substitute
for the Proxy Statement, the Circular or for any other document
that Chord or Enerplus may file with the SEC, TSX or on SEDAR+
and/or send to Chord's shareholders and/or Enerplus' shareholders
in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF CHORD AND ENERPLUS ARE URGED TO CAREFULLY AND THOROUGHLY
READ THE PROXY STATEMENT AND THE CIRCULAR, RESPECTIVELY, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER
RELEVANT DOCUMENTS FILED BY CHORD AND/OR ENERPLUS WITH THE SEC OR
ON SEDAR+, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CHORD, ENERPLUS, THE PROPOSED
TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Shareholders of Chord and Enerplus will be able to obtain free
copies of the Proxy Statement and the Circular, as each may be
amended from time to time, and other relevant documents filed by
Chord and/or Enerplus with the SEC or on SEDAR+ (when they become
available) through the website maintained by the SEC
at www.sec.gov or at www.sedarplus.ca, as applicable.
Copies of documents filed with the SEC by Chord will be available
free of charge from Chord's website at www.chordenergy.com
under the "Investors" tab or by contacting Chord's Investor
Relations Department at
(281) 404-9600 or ir@chordenergy.com. Copies of
documents filed with the SEC, TSX or on SEDAR+ by Enerplus
will be available free of charge from Enerplus' website at
www.enerplus.com under the "Investors" tab or by contacting
Enerplus' Investor Relations Department at
(403) 298-1707.
Participants in the Solicitation
Chord, Enerplus and their respective directors and certain of
their executive officers and other members of management and
employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Chord's shareholders and Enerplus'
shareholders in connection with the transaction. Information
regarding the executive officers and directors of Chord is included
in its definitive proxy statement for its 2024 annual meeting under
the headings "Item 1 – Election of Directors", "Executive
Officers", "Compensation Discussion and Analysis", "Executive
Compensation Matters" and "Security Ownership of Certain Beneficial
Owners and Management", which was filed with the SEC on
March 19, 2024 and is available
at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1486159/000148615923000007/chrd-20230316.htm.
Information regarding the executive officers and directors of
Enerplus is included in its information circular and proxy
statement for its 2024 annual meeting under the headings "Director
Compensation" and "Executive Compensation", which was filed on
SEDAR+ on April 4, 2024 and is
available
at https://www.sec.gov/Archives/edgar/data/1126874/000110465923041270/tm235372d3_ex99-2.htm.
Additional information regarding the persons who may be deemed
participants and their direct and indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement,
the Circular and other materials when they are filed with the SEC,
TSX or on SEDAR+ in connection with the transaction. Free copies of
these documents may be obtained as described in the paragraphs
above.
Investor Contacts:
Chord Energy Corporation
Bob Bakanauskas, Managing Director,
Investor Relations
(281) 404-9600
ir@chordenergy.com
Enerplus Corporation
Drew Mair, Senior Manager, Investor
Relations
(403) 298-1707
investorrelations@enerplus.com
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SOURCE Chord Energy Corp.