TransCanada Issues $1.5 Billion of Subscription Receipts
Bought deal to finance ANR acquisition
CALGARY, Alberta – February 6, 2007 – TransCanada Corporation (TSX, NYSE: TRP) (TransCanada) today announced that it has entered into an agreement with a syndicate of underwriters, led by BMO Capital Markets, RBC Capital Markets, and TD Securities Inc. under which they have agreed to purchase from TransCanada and sell to the public 39,470,000 Subscription Receipts.
The purchase price of $38.00 per Subscription Receipt will result in gross proceeds of approximately $1.5 billion. The net proceeds of the offering will be used by TransCanada towards financing the proposed acquisition of the American Natural Resources Company and ANR Storage Company (collectively, ANR). TransCanada announced the acquisition of ANR together with the acquisition of an additional interest in Great Lakes Gas Transmission Limited Partnership for a total of approximately US$3.4 billion, including US$457 million of assumed debt, on December 22, 2006.
TransCanada has also granted the Underwriters an option to purchase up to an additional 5,920,500 Subscription Receipts at a price of $38.00 per Subscription Receipt at any time up to 30 days after closing of the offering.
On closing of the ANR acquisition, the Subscription Receipts will automatically be exchanged on a one-to-one basis for common shares of TransCanada without any further action on the part of the holder and without payment of additional consideration. The acquisition is expected to close in the first quarter 2007 pending several conditions including, among other things, expiration or termination of the applicable waiting period(s) under the Hart-Scott-Rodino Act and further subject to customary transaction closing conditions.
The gross proceeds of the offering will be held in escrow until the ANR acquisition is closed. Should the record date for a dividend to common shareholders occur between the closing date of the offering and the closing date of the acquisition, holders of the Subscription Receipts will be entitled to receive an amount per Subscription Receipt equal to dividends declared per common share. In the event the acquisition fails to close on or prior to June 22, 2007 dividends would not be payable on the Subscription Receipts. Computershare Trust Company of Canada, as escrow agent, and TransCanada would return to each holder of Subscription Receipts the purchase price plus their proportionate share of interest earned on funds held in escrow, net of any applicable withholding taxes.
The Subscription Receipts will be issued by way of a prospectus supplement under TransCanada’s short form base shelf prospectus dated January 31, 2007 and filed with securities regulatory authorities across Canada and in the United States under the multi-jurisdictional disclosure system. A prospectus supplement will be similarly filed with securities regulatory authorities in Canada and the U.S.
This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
A written prospectus relating to the offering may be obtained from BMO Capital Markets Distribution Department at 1 First Canadian Place, B2 Level, Toronto, Ontario M5X 1H3 (Attention: Des Raposo, tel: 416-363-6996 x224).
TransCanada is a leader in the responsible development and reliable operation of North American energy infrastructure including natural gas pipelines and storage facilities, and power generation. For 50 years, TransCanada has transported natural gas production from Western Canada to key Canadian and U.S. markets. On closing of the acquisition of ANR, TransCanada’s network of wholly owned pipelines will extend more than 59,000 kilometres (36,500 miles), tapping into virtually all major gas supply basins in North America. TransCanada will also become one of the continent’s largest providers of gas storage and related services with approximately 360 billion cubic feet of storage capacity. A growing independent power producer, TransCanada owns, or has interests in, approximately 7,700 megawatts of power generation in Canada and the United States. TransCanada’s common shares trade on the Toronto and New York stock exchanges under the symbol TRP.
Note: All financial figures are in Canadian dollars unless noted otherwise.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in this information may differ from actual results or events. Factors which could cause actual results or events to differ materially from current expectations include, among other things, the ability of TransCanada to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, the availability and price of energy commodities, regulatory decisions, competitive factors in the pipeline and power industry sectors, and the current economic conditions in North America. For additional information on these and other factors, see the reports filed by TransCanada with Canadian securities regulators and with the United States Securities and Exchange Commission. TransCanada disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
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For further information, please contact:
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Investor & Analyst Inquiries:
David Moneta/Myles Dougan