Core Viewpoint - STEP Energy Services Ltd. has successfully completed a take-private transaction with ARC Energy Fund 8, resulting in ARC Energy Fund 8 acquiring all outstanding common shares of STEP not already owned by them or related entities for cash consideration of $5.50 per share [1][2]. Group 1: Transaction Details - The acquisition was executed through a plan of arrangement under the Business Corporations Act (Alberta) [1]. - ARC Energy Fund 8 acquired 24,700,000 shares, while the Purchaser acquired 7,958,832 shares, leading to ARC Energy Fund 8 owning 70.44% of all outstanding shares post-transaction [7][8]. - Prior to the transaction, ARC Energy Fund 8 held approximately 36.56% of the outstanding shares, and together with ARC Energy Fund 6, they controlled about 55.20% [6]. Group 2: Regulatory and Compliance - STEP has applied to delist its shares from the Toronto Stock Exchange, with an expected delisting date around December 17, 2025 [3]. - The transaction triggers early warning requirements under National Instrument 62-104 and National Instrument 62-103 [2]. Group 3: Company Background - STEP is an energy services company specializing in coiled tubing, fluid and nitrogen pumping, and hydraulic fracturing solutions, primarily serving the North American market [16][17]. - The company has a strong focus on safety and quality execution, differentiating itself in high-pressure and complex well environments [16][18].

Company Overview - STEP Energy Services Ltd. is an energy services company specializing in coiled tubing, fluid and nitrogen pumping, and hydraulic fracturing solutions [4] - Founded in 2011, STEP has evolved into a North American service provider delivering completion and stimulation services to exploration and production companies in Canada and the U.S. [5] - The company focuses its Canadian services in the Western Canadian Sedimentary Basin and its U.S. services in key regions such as the Permian and Eagle Ford in Texas, and the Bakken in North Dakota [5] Recent Developments - The Court of King's Bench of Alberta has granted final approval for a plan of arrangement involving ARC Energy Fund 8 and STEP, allowing the Purchaser Parties to acquire all outstanding common shares of STEP not already owned by ARC Energy Fund 8 [1] - This final court approval follows shareholder approval obtained at a special meeting on December 12, 2025 [1] - The arrangement is expected to close on December 16, 2025, subject to the satisfaction or waiver of conditions outlined in the definitive arrangement agreement dated October 17, 2025 [2] Core Values and Culture - STEP emphasizes a high-performance, safety-focused culture, with core values of Safety, Trust, Execution, and Possibilities guiding its operations [6] - The company is committed to providing innovative, reliable, and cost-effective solutions to its clients, supported by experienced technical office and field professionals [4]

Core Viewpoint - STEP Energy Services Ltd. has received shareholder approval for an arrangement to be acquired by ARC Energy Fund 8 and related parties at a price of $5.50 per share [1][2]. Group 1: Arrangement Details - The arrangement was approved with 98.65% of votes cast in favor by shareholders present or represented by proxy [2]. - The arrangement is subject to the approval of the Court of King's Bench of Alberta, with a hearing scheduled for December 15, 2025, and anticipated completion on December 16, 2025 [3]. Group 2: Company Overview - STEP is an energy services company specializing in coiled tubing, fluid and nitrogen pumping, and hydraulic fracturing solutions, focusing on safety and quality execution [5]. - Founded in 2011, STEP has evolved into a North American service provider, primarily serving exploration and production companies in Canada and the U.S., with services concentrated in specific basins [6].

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].

Core Points - STEP Energy Services Ltd. has received a non-binding offer from ARC Financial Corp. to acquire 100% of the issued and outstanding common shares not currently owned by ARC at a price of $5.50 per share [2][4] - ARC Financial Corp. currently owns 55.22% of STEP's common shares [2] - STEP's board has formed a special committee of independent directors to review the offer and has engaged financial and legal advisors for this process [3] Company Overview - STEP Energy Services Ltd. is an energy services company providing coiled tubing, fluid and nitrogen pumping, and hydraulic fracturing solutions [5] - The company has evolved since its founding in 2011 into a North American service provider, focusing on completion and stimulation services primarily in Canada and the U.S. [6] - STEP operates in key regions such as the Western Canadian Sedimentary Basin and the Permian Basin in the U.S. [6] Corporate Governance - The special committee formed by STEP's board includes independent directors Edward LaFehr (Chair), James Harbilas, and Rachel Moore [3] - Legal and financial advisors have been appointed to assist the special committee in evaluating the offer [3]