Crescent Point Energy Corp. (TSX:CPG) entered into a definitive arrangement agreement to acquire Hammerhead Energy Inc. (NasdaqCM:HHRS) from a group of shareholders for CAD 2.2 billion on November 6, 2023. Crescent Point has agreed to acquire all of the issued and outstanding Class A common shares of Hammerhead for total consideration of CAD 21 per Hammerhead Share. Pursuant to the Transaction, each Hammerhead Share will be exchanged for CAD 15.50 of cash consideration and share consideration, being 0.5340 of a common share of Crescent Point at CAD 5.50 in value. Hammerhead shareholders will receive a combination of approximately CAD 1.5 billion in cash and 53.2 million common shares of Crescent Point (approximately CAD 548 million). Crescent will use CAD 500,065,000 of the net proceeds of the offering to partially fund the cash portion of the consideration. Crescent plans to fund the remaining cash portion of the Transaction through its existing credit facilities and a new three-year term loan totaling CAD 750 million. Upon closing of the Transaction, the Hammerhead Shares will be de-listed from the TSX and NASDAQ. Hammerhead has also granted Crescent Point a right-to-match any superior proposal and will pay a termination fee of CAD 85 million to Crescent Point if the Arrangement Agreement is terminated in certain circumstances. Crescent Point has also agreed to pay a termination fee of CAD 85 million to Hammerhead if the Arrangement Agreement is terminated in certain circumstances.

The Transaction is subject to customary closing conditions, including receipt of approval of the Court of King?s Bench of Alberta, Hammerhead Shareholder approval by at least 66 2/3% of the votes cast at the Meeting and customary regulatory and stock exchange approvals including the approval for listing on the Toronto Stock Exchange and the NYSE; and the Commissioner of Competition pursuant to the Competition Act (Canada). Certain affiliates of Riverstone Holdings LLC, who own in aggregate approximately 82% of the Hammerhead Shares, have entered into voting support agreements with Crescent Point and have agreed to support and vote in favor of the Transaction. All of the directors and executive officers of Hammerhead have also entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Hammerhead Shares in favour of the Transaction. Based on the unanimous recommendation of the Special Committee of the Hammerhead Board of Directors, Hammerhead Board of Directors has unanimously determined that the Transaction is fair to Hammerhead Shareholders and in the best interests of Hammerhead; and resolved to recommend that the Hammerhead Shareholders vote in favour of the Transaction. The Boards of Directors of Crescent Point have also unanimously approved the Transaction. The proposed transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) and is expected to close in late December 2023. Crescent Point expects the Acquisition Closing to occur in December of 2023. As of December 20, 2023, Hammerhead announced that its shareholders has passes a special resolution to approve the acquisition and it also received final approval from the Court of King's Bench of Alberta for the Arrangement. Closing of the acquisition is expected to occur on or about December 21, 2023.

CIBC Capital Markets is acting as Financial Advisor to Hammerhead. CIBC has also provided a verbal opinion (?CIBC Fairness Opinion?) to Hammerhead?s Board of Directors. Burnet Duckworth & Palmer LLP is acting as Canadian counsel to Hammerhead and Adam Givertz of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. counsel to Hammerhead. ATB Capital Markets and Stifel Canada are acting as Strategic Advisors to Hammerhead. Peters & Co. Limited is acting as Financial Advisor and fairness opinion provider to the Special Committee of the Hammerhead Board of Directors. Blake, Cassels & Graydon LLP is acting as counsel to the Special Committee of the Hammerhead Board of Directors. Bennett Jones LLP and Vinson & Elkins LLP are acting as counsel to Riverstone. BMO Capital Markets and RBC Capital Markets are acting as financial advisors to Crescent Point on the Transaction and have each provided a verbal opinion to Crescent Point?s Board of Directors. Scotiabank is acting as strategic advisor to Crescent Point. Norton Rose Fulbright Canada LLP is acting as legal advisor to Crescent Point on the Transaction. The Bank of Nova Scotia, BMO Capital Markets and Royal Bank of Canada are acting as co-lead arrangers and joint bookrunners on the Company?s new term loan facility. Gregory Saksida, Mark Pearson, Scott Robertson, Nathan Trainor and Omid Eslami of Stifel Nicolaus Canada Inc. acted as financial advisor to Hammerhead Energy Inc.F

Crescent Point Energy Corp. (TSX:CPG) completed the acquisition of Hammerhead Energy Inc. (NasdaqCM:HHRS) on December 21, 2023.