Acquirer: Viston United Swiss AG (Sweden)
Acquired: Petroteq Energy Inc. (Canada) (U.S.)
Value: $450 million
Industry Tags: Oil and Gas
On October 25, 2021, “Viston United Swiss AG (“Viston”) and its indirect, wholly-owned subsidiary, 2869889 Ontario Inc. . . . announced that the [it] ha[d] commenced a formal offer . . . to acquire all of the issued and outstanding common shares . . . of Petroteq Energy Inc. (“Petroteq”) (TSX-V:PQE; OTC:PQEFF; FSE:PQCF).” (Petroteq Energy Inc., Schedule TO-T, Ex-99.A5I, Oct 25, 2021.) Viston offered shareholders “C$0.74 in cash for each Common Share,” and had secured “up to EUR 420 million to . . . complete the transaction.” (Id.) Petroteq is “an oil company focused on the development and implementation of its proprietary oil-extraction and remediation technologies.” (Petroteq Energy Inc., Form 8K, Ex-99.1, Nov. 8, 2021.)
“Despite [Viston]’s request that Petroteq jointly submit the CFIUS Declaration to CFIUS . . . Petroteq declined to do so,” and on January 6, 2022, Viston “made a voluntary declaration filing with CFIUS.” (Petroteq Energy Inc, Form Schedule TO-T/A, Ex-99.1AVIII, Feb. 24, 2022.) Following CFIUS’ assessment, CFIUS concluded that it was “unable to . . . grant a CFIUS Clearance on the basis of the CFIUS declaration.” (Id.) The parties then “determined to file a joint voluntary notice” with CFIUS. (Id.)
On May 16, 2022, Viston and Petroteq “formally submitted to CFIUS a voluntary notice,” and on July 7, 2022 CFIUS notified the parties that it “would be undertaking an investigation of the transaction.” (Petroteq Energy Inc., Schedule TO-T/A, Ex-99.A5XVII, Oct. 25, 2022.) On August 22, 2022, CFIUS “rejected the Notice.” (Id.) Accordingly, on August 29, 2022, Petroteq announced Viston’s “withdrawal of its offer.” (Petroteq Energy Inc., Form SC 14D9/A, Ex-99.A5K, Aug. 30, 2022.)
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