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French energy giant Total SA is acquiring a bigger stake in Alberta's oilsands industry through the purchase of Calgary-based UTS Energy Corp. in a deal worth more than $1.5 billion.
The headquarters of French oil giant Total SA in Paris. The company moved to buy Canadian energy firm UTS Energy for $1.5 billion on Wednesday. (Michael Euler/Associated Press) Total will buy UTS's 20 per cent stake in the Fort Hills mining project under development in northern Alberta, while UTS will spin off its other assets into a new company called SilverBirch Energy Corp. — a new publicly traded company being set up as part of the deal.
UTS shareholders — if they vote to approve the deal — would get $3.08 for each of their UTS shares plus stock in SilverBirch.
The cash portion of the deal is 46 per cent above the closing stock price for UTS shares on Tuesday.
Total has previously moved for UTS. The company walked away from a hostile takeover attempt in 2008 after it sweetened its original $600 million offer to more than $800 million but was repeatedly rebuffed by the UTS board.
The deal could have implications for two of Canada's biggest publicly traded resource companies — Suncor Energy and Teck Resources Ltd. — which are partners with UTS.
Suncor is majority owner of the Fort Hills oilsands project, with a 60 per cent stake. UTS Energy Corp. and Teck Resources Ltd. evenly split the rest. Teck and UTS are also partners in other oilsands properties.
"This transaction allows UTS shareholders to realize an immediate cash premium to UTS's current share price while also participating in the significant growth potential of SilverBirch," said John Watson, chair of the UTS board of directors.
The plan calls for UTS to pay Total $40 million under certain circumstances if the deal isn't completed.
UTS plans to hold a shareholders vote in September. Its directors have unanimously recommended shareholders accept the deal.
The most recent estimates put Fort Hills' resources at around 3.4 billion barrels of bitumen, to be developed in two phases. Production from the first phase is expected to begin in 2015 or 2016.
The move comes at an opportune time for Total, analysts say, as UTS could soon become a much pricier target to take over.
Once Suncor comes out with a concrete update of how much Fort Hills will cost and how long it will take to build, the value the market assigns to UTS could conceivably be much higher than the price of Wednesday's deal, Edward Jones analyst Lanny Pendill said Wednesday.
"I think from Total's perspective, there was an incentive to act prior to those updates being made to the market," Pendill said.
Development of Fort Hills, which was initiated by UTS, has been put on a slow track since Suncor acquired majority ownership when it bought Petro-Canada. UTS has also had to reduce estimates of the extent of the Fort Hills resource.
Total already owns a half-interest in the first phase of the Surmont oilsands project, which produces on average 20,000 barrels per day.
It also announced Wednesday its interest in selling off part of its stake in another of its oilsands projects, the Joslyn mine, while maintaining its position as operator.
Total's president of exploration and production, Yves-Louis Darricarrère, said the deal "will allow us to strengthen and reorganize our asset portfolio in the Canadian oilsands.
"With Suncor Energy Inc., we will benefit from the experience of a leading partner, whose expertise in the mining operation of oilsands is well-recognized," he said in a release.
Total also has a half-interest in the Northern Lights project following the 2008 acquisition of Canada's Synenco Energy.
Corrections and Clarifications
- An earlier version of this story incorrectly said Total E&P Canada Ltd. was considering divesting a portion of its Surmont project. In fact, it is considering divesting some of the company's interest in the Joslyn mine, while retaining its role as operator. July 8, 2010 / 16:10
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