Whitecap Resources and TORC Oil & Gas announce C$900M business combination agreement

Date Announced

December 08, 2020

Lead Office

Calgary

Value

900.00 Million CAD

On December 8, 2020, Whitecap Resources Inc. (Whitecap) and TORC Oil & Gas Ltd. (TORC) announced an agreement for a business combination valued at approximately C$900 million. Under the terms of the agreement, TORC shareholders receive 0.57 Whitecap common shares in exchange for each TORC common share held. The Whitecap executive team would manage the new combined entity, which will have an enterprise value of approximately C$4 billion and be among Canada's market leaders in light oil production. The transaction will be completed through a plan of arrangement under the Business Corporations Act (Alberta).

TORC Oil & Gas is a Calgary-based conventional oil and gas producer with assets focused in western Canada.

Whitecap Resources is an oil & gas producer with a significant light oil resource base, based in Calgary.

McCarthy Tétrault LLP advised TORC Oil & Gas with a team led by James Pasieka, Brian Bidyk and Gordon Cameron that included Farhiyah Shariff and Ashley Wilson (Corporate/M&A), Kimberly Brown and Steve Marshall (Tax),  Dominic Thérien (Competition/Antitrust), and Sean Smyth and Lyndsey Delamont (Litigation).

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