Core Points - STEP Energy Services Ltd. has initiated the process of sending its management information circular for a special meeting of shareholders to approve a plan of arrangement involving ARC Energy Fund 8 and 2659160 Alberta Ltd. [1] - Shareholders will receive $5.50 in cash per share, representing a significant premium over recent trading prices [2][4][10]. Arrangement Details - The cash consideration of $5.50 per share reflects a premium of approximately 29.11% to the closing price of $4.26 on September 24, 2025, the last trading day before the announcement [4][10]. - The premium also includes 27.61% to the 10-day volume-weighted average price and 28.81% to the 30-day volume-weighted average price as of the same date [5][10]. - The arrangement is supported by a special committee of independent directors who unanimously recommend that minority shareholders vote in favor of the arrangement [9][12]. Shareholder Support - Voting support agreements have been secured from shareholders holding approximately 68.11% of the shares held by minority shareholders, ensuring sufficient votes for the arrangement [11][12]. - Overall, approximately 87.33% of shares are represented in support of the arrangement, indicating strong backing from shareholders [12]. Meeting and Voting Information - The special meeting will be held virtually on December 12, 2025, with a proxy deadline of December 11, 2025 [23][27]. - Shareholders are encouraged to vote in advance and can access meeting materials electronically due to potential delays from the Canada Post disruption [3][6]. Valuation and Fairness - Ernst & Young LLP provided a formal valuation indicating the fair market value of the shares is between $4.80 and $5.70, positioning the offered consideration favorably [15]. - The fairness opinion concluded that the arrangement is fair from a financial perspective for minority shareholders [15]. Strategic Considerations - The arrangement is viewed as more favorable than maintaining the status quo, given the controlling stake of ARC Funds and limited strategic alternatives available to STEP [17][18]. - The arrangement is the result of arm's-length negotiations, ensuring that the terms are reasonable and customary [19][20].