High Arctic Announces Reorganization to Create Two Energy Services Companies, Return of Capital to Shareholders, and Annual General and Special Meeting of Shareholders
CALGARY, Canada – May 11, 2024 – High Arctic Energy Services Inc. (TSX: HWO) (“High Arctic” or the “Corporation”) is pleased to announce that its Board of Directors (“Board”) has unanimously approved the reorganization of High Arctic to separate the Corporation’s North American and Papua New Guinea (“PNG”) businesses, by way of a court-approved plan of arrangement (the “Arrangement”), as well as a distribution of surplus cash to shareholders by way of a return of capital of up to $38.2 million (up to $0.76 per common share) of High Arctic (the “Return of Capital”). The Arrangement will transfer High Arctic’s PNG business to a separate, dedicated, and independent, publicly traded company named “High Arctic Overseas Holdings Corp.” (“SpinCo”), while High Arctic will continue to own and operate the Corporation’s existing North American Business. Each of the two companies will have its own management and operational teams and separate Board of Directors. Under the proposed Arrangement, each shareholder of High Arctic (“Shareholder”) will receive one-quarter of one (1/4) common share of SpinCo (“SpinCo Common Share”) and one-quarter of one (1/4) common share of post-Arrangement High Arctic for each common share of High Arctic held. The Arrangement, the Return of Capital, and other resolutions related to the reorganization, as well as annual meeting matters, will be put to the Shareholders for approval at an annual general and special meeting of shareholders of the Corporation to be held in Calgary, Alberta on June 17, 2024 (the “Meeting”). As a result of the Arrangement, each Shareholder will continue to own its pro rata portion of both SpinCo and post-Arrangement High Arctic. Strategic Rationale High Arctic’s Board and management are of the view that the Corporation has historically been unable to derive appropriate value from the market that represents the sum of the parts. The Corporation has also found a lack of synergy between the businesses in PNG and Canada. In separating the PNG business from the Corporation, High Arctic’s Board and management believe value can be created for the Shareholders. For the holders of SpinCo Common Shares, separation provides the opportunity for SpinCo to consider transactions with a wider group of PNG focused companies, and greater flexibility to relocate in the future to a market that better understands PNG and is likely to ascribe greater value to SpinCo. For the holders of post-Arrangement High Arctic common shares, the transaction opens-up opportunities for High Arctic to participate in Canadian M&A activity where the PNG business may have been perceived as an impediment to accretive transactions. For years the Corporation has both pursued or entertained potential business combination transactions. The distinctly different profiles of the North American and PNG businesses have proven to be the main impediment to identifying transactions acceptable to all parties and in the best interests of Shareholders. Finding unique companies desirous of being linked to both distinct businesses has proven unsuccessful. Companies to whom association with our North American Business may be attractive are a distinctly broader group and do not overlap with the international companies with whom the PNG business and its risk profile may fit well. Board and management unanimously agree that the separation of these two businesses will ensure that management is dedicated to enhancing the value of each business and accessing new pathways to transformative and accretive transactions that are currently inaccessible. Benefits to Shareholders Certain of the expected benefits to Shareholders of the Arrangement are as follows: The benefits of dividing the Corporation into its distinct businesses; Each company will be owned by Shareholders on a pro rata basis with reference to the number of High Arctic Common Shares held prior to the Arrangement; The Arrangement is expected to improve the market’s identification and valuation of each company and allow Shareholders, investors and analysts to more accurately compare, evaluate and value each of the companies on a stand-alone basis against appropriate peers, benchmarks and performance criteria specific to that company; Each company will have independent access to capital (equity and debt) which management believes will result in optimal capital allocation; The procedures by which the Arrangement is to be approved, including the requirement for approval of the Arrangement by the Court after a hearing at which fairness to the Corporation’s securityholders will be considered; The Corporation has received the financial Fairness Opinion (defined below); The availability of rights of dissent to Shareholders with respect to the Arrangement; and The tax treatment of the Arrangement is expected to be tax efficient for Canadian tax purposes for most shareholders. Board and Management of High Arctic and SpinCo The Hon. Joe Oliver has informed the Corporation that he does not intend to stand for re-election as a director at the Meeting and will resign on May 15, 2024. Mr. Oliver has served as a director of High Arctic for eight years, and his intention to resign coincides with the Arrangement and the setting of a new strategic direction for the remaining Corporation, which he supports. Michael Binnion, High Arctic’s Chairman stated: “On behalf of the Board, I would like to thank the Honorable Joe Oliver for his dedication and commitment to High Arctic during his tenure. Joe has played an important role in the evolution of High Arctic including the challenges of a global pandemic and a rebuilding of the businesses that sets the stage for a new and independent future. We wish Joe all the very best.” Upon completion of the Arrangement and election or re-election by Shareholders at the Meeting, the Board of High Arctic will consist of: Simon Batcup (Chair) Douglas Strong Michael Binnion Craig Nieboer The management of High Arctic will consist of: Michael Maguire (Interim CEO) Lonn Bate (CFO) Trevor Barker (GM Operations) Justin Morrical (Business Development Manager) High Arctic is actively pursuing permanent CEO placement options. If the Arrangement is approved, Mr. Maguire will assume the role in an interim capacity and transition duties to a new CEO appointed by the Board. The management … Read more