May 12, 2026 | Energy | North America | Active
On 27-Apr-26, oil major Shell agreed to acquire Canadian energy company ARC Resources in a cash-and-stock deal valued at $16.4bn. ARC shareholders will receive CAD 8.20 in cash plus 0.40247 Shell shares per ARC share, implying CAD 32.80 per share at announcement and a 27.3% premium to ARC’s undisturbed share price. The consideration implies a mix of 25% cash and 75% stock. Through completion, ARC can continue paying its regular CAD 0.21 quarterly distributions (next one ex-dividend on 30-Jun-26, paid on 15-Jul-26); similarly, Shell can continue its quarterly dividend with increases “materially consistent with Parent’s [Shell’s] past practice.” The deal has been unanimously approved by both boards and is structured as a plan of arrangement under the Alberta Business Corporations Act (ABCA). The transaction requires two-thirds approval from ARC shareholders, with a potential majority-of-minority requirement under Section 2.3(b)(ii) “if required under applicable Canadian Securities Laws.” No Shell vote is required. Other conditions include Canadian and US antitrust clearance, as well as approvals under the Investment Canada Act (ICA) and the Canada Transportation Act. The Arrangement Agreement contains customary representations, warranties and covenants, with non-solicitation provisions, a fiduciary-out and matching rights for Shell. The MAC definition is standard, with carve-outs for force majeure (war, pandemic) and trade war and tariffs. Both parties must use commercially reasonable efforts to secure approvals, but cannot offer any divestment, defend against any litigation or ...
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