Sinopec International Petroleum Exploration and Production Corporation (“SIPC”), through its indirect wholly owned subsidiary, 1635905 Alberta Ltd., acquired Daylight Energy Ltd. (“Daylight”), an Alberta-based intermediate oil and liquids rich natural gas producing company with assets in Western Canada, for total consideration of approximately $2.9 billion.
SIPC is a wholly owned subsidiary of China Petrochemical Corporation (“Sinopec Group”) and undertakes overseas investments and operations in the upstream oil and gas sector. Sinopec Group is China's largest producer and supplier of oil products and major petrochemical products. Headquartered in Beijing, Sinopec Group is a state-owned enterprise (SOE) which functions as a state-authorized investment organization.
The acquisition of Daylight was carried out by way of a plan of arrangement, pursuant to which SIPC indirectly acquired all of Daylight's outstanding common shares at a price of $10.08 in cash for each share, and all of Daylight's outstanding 6.25 per cent series “D” convertible debentures at a price of $1,110 per $1,000 principal amount of Series D Debentures (plus accrued and unpaid interest). SIPC is carrying on business under the name “Sinopec Daylight Energy Ltd.”
SIPC was represented in-house by its legal team led by Lu Yongjun, Director of Legal Department, and Liu Xuefei, Legal Advisor, and by its international counsel, Vinson & Elkins LLP, with a team that included David Blumental, Jay Kolb, Robert Oberlies, Brenda Lenahan, Duan Yi and Ji Yun. SIPC was also represented by its Canadian counsel, Bennett Jones LLP, with a team that included John Kousinioris, Jon Truswell, Spencer Coupland and Amanda Coen (corporate/securities); Krishna Koul and Chelsea Nickles (oil and gas) and Don Greenfield and Beth Riley (foreign investment and competition).
Daylight was represented in-house by Cam Proctor, Vice President, General Counsel & Corporate Secretary, with assistance from Blake, Cassels & Graydon LLP, with a team that included Chad Schneider, Jeff Bakker, Paul Pasalic, Jennifer Marshall (corporate/securities); Edward Rowe and Ted Thiessen (tax); Jason Gudofsky and Joshua Krane (competition and foreign investment).