NEWS
09/06/2016 13:47 EDT | Updated 09/07/2017 01:12 EDT

Enbridge to buy Spectra Energy in all-stock deal worth C$37 billion

CALGARY — Enbridge is making a big bet on natural gas with the C$37-billion friendly takeover of Spectra Energy Corp., as it looks to grow while facing severe pushback on infrastructure projects.

The all-stock deal with Houston-based Spectra — the largest-ever foreign acquisition by a Canadian company — will create the biggest energy infrastructure company in North America, with a combined value of about $165 billion.

The deal would give Calgary-based Enbridge (TSX:ENB) far more exposure to the natural gas side of the business and extend the company's reach throughout the continent, Enbridge CEO Al Monaco said Tuesday on a conference call with analysts.

"This transaction is transformational for both companies, and results in unmatched scale, diversity and financial flexibility with multiple platforms for organic growth," said Monaco, who will stay on as president and CEO of the larger company.

The deal brings much greater diversity to the two infrastructure companies, said AltaCorp Capital analyst Dirk Lever.

"Enbridge before was very much more of an oily company and Spectra was a gassy company. Put them together and they're balanced," said Lever. 

If the deal closes as expected early next year, Spectra will add 140,800 kilometres of gas pipelines to bring Enbridge's total gas lines to 165,600 kilometres, while Spectra will add only 2,720 kilometres of liquids pipelines to Enbridge's existing 27,600 kilometres.

Lever said the resistance companies across Canada and the U.S. have faced in building new resource projects like pipelines has forced companies to look to mergers and acquisitions for growth.

"There's been huge pushback from vocal groups against pipelines," he said, despite the importance of the infrastructure. "They don't care, they just don't want pipelines."

Enbridge has faced stiff resistance for years on its proposed $7.9-billion Northern Gateway project, while large groups of protesters are currently trying to block construction on the Dakota Access pipeline project in the U.S. that it's buying into.

TransCanada Corp. — which faced significant opposition to its Keystone XL pipeline project before the U.S. government rejected it, and continuing opposition to its Energy East pipeline — opted to make a US$13-billion acquisition of Columbia Pipeline Group earlier this year to expand its network.

Barry Munro, head of oil and gas at EY, said energy companies are looking to merge to gain strength, and access cheaper capital, as the energy sector downturn drags on.

"Scale matters," said Munro. "It's always all about capital in the energy business, and the big decisions you have to make about access to, allocation of and the cost of capital."

He said more Canadian companies are also looking to the U.S., both because of the size of the market and because of Canada's increasing regulatory hurdles.

"If you're standing back as a board member and say, 'I have to deploy capital to continue to grow,' you're going to look to where practically you're going to be able to deploy that capital," said Munro.

He said companies are also looking to merge for cost savings. Enbridge says it expects annual synergy cost savings of $540 million from the deal with Spectra.   

Lever said he expects to see more mergers and acquisitions as companies look for scale to spread risk and increase opportunities.

"Infrastructure for energy is so critically important and the size of the problems to be solved are so large, that you're more likely to see mergers going forward than not," Lever said. 

Monaco said the companies will need to see what divestitures may be required by competition authorities, but he doesn't see much overlap between Spectra Energy's natural gas infrastructure business and Enbridge's oil and liquids operations.

Enbridge would take on about $22 billion in Spectra debt, while Monaco said the company plans to sell about $2 billion of non-core assets over the next year.

Under terms of the deal, Spectra Energy shareholders would receive 0.984 shares of the combined company for each share of Spectra Energy common stock they own. Based on the closing price of Enbridge common shares on Friday, that translates to US$40.33 per Spectra Energy share, representing about a 11.5-per-cent premium to Spectra Energy's closing stock price Friday.

Enbridge's share price closed up $2.05 or 3.9 per cent at $55.30 on the TSX, while Spectra's share price closed up US$4.85 or 13.4 per cent to US$41 on the NYSE.

 

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