On April 27, 2026, ARC Resources Ltd. (“ARC” or the “Company”) announced that it has entered into a definitive arrangement agreement (the “Agreement”) with Shell plc (“Shell”) and Shell Canada Limited (“Shell Canada”), a wholly owned subsidiary of Shell, whereby Shell has agreed to acquire all of the issued and outstanding common shares of ARC (“ARC Shares”) in a cash and share transaction valued at approximately $22 billion, including assumed net debt (the “Transaction”).
Through this Agreement, ARC will become part of one of the world’s largest integrated energy companies, with a robust balance sheet and global platform capable of enhancing and accelerating ARC’s long-term value and profitability.
The Consideration of $32.80 per ARC Share (based upon the closing price of Shell Shares on the London Stock Exchange (LSE) and the British pounds sterling to Canadian dollar daily exchange rate published by the Bank of Canada as of April 24, 2026) represents a 27% premium to the closing price of the ARC Shares on the Toronto Stock Exchange (TSX) on April 24, 2026, the last trading day before the Arrangement was announced, and a meaningful premium to the 20-day and 30-day volume weighted average trading prices before such date.
The Consideration mix allows ARC Shareholders to gain equity exposure to an integrated global energy platform through Shell Shares which represent 75% of the Consideration, or to monetize some or all of these highly liquid shares in the open market.
ARC Shareholders receiving Shell Shares will benefit from Shell’s commitment to returning 40 to 50% of cash flow from operations to its shareholders through a 4% progressive dividend and share buybacks. The buybacks announced with Shell’s Q1 2026 quarterly results on May 7, 2026 were the 18th consecutive quarter of share buybacks of at least US$3 billion and the announced Q1 2026 quarterly interim dividend amounted to US$0.3906 per Shell Share.
Shell’s strong investment grade credit ratings and diversified global portfolio are expected to reduce cash flow volatility, improve access to global markets, and reduce exposure to in-basin pricing. Through ownership of Shell Shares, ARC Shareholders will benefit from Shell’s lower cost of capital, broader market access, and greater financial resilience through commodity and economic cycles.
The board of directors of ARC (the “ARC Board”) believes the Consideration realizes premium value for ARC’s long-duration Montney asset base, in particular recognizing the long-term resource potential of Attachie. In addition, the Consideration reflects long-term commodity prices in line with or above mid-cycle levels and meaningfully above long-term futures prices as of the date of the Arrangement Agreement.
The Consideration reflects accelerated value for ARC’s undeveloped natural gas properties adjacent to Shell’s operations which are connected to LNG Canada. The Arrangement provides opportunity to realize additional value through Shell’s global natural gas value chain that includes LNG Canada Phase 1, in which Shell holds a 40% interest, and the potential LNG Canada Phase 2 project, which is subject to a final investment decision.
Both Shell and ARC have complementary core values and operating philosophies that create alignment for employees and external stakeholders. Through strong environmental, social and governance practices, both companies consistently demonstrate their commitment to responsible development. This includes a strong safety culture that prioritizes people and operational excellence.
Shell has indicated it intends to maintain a significant operational presence in Western Canada and integrate ARC’s people into its Canadian operations. The ARC Board believes Shell’s global scale and ongoing investment in employee development will benefit ARC’s workforce and provide enhanced opportunities for professional growth and development.
ARC and Shell have each demonstrated a longstanding commitment to supporting the communities in which they operate. Both companies have established community investment programs and partnerships that support local initiatives, address social priorities, and foster strong relationships with community stakeholders. The ARC Board believes that Shell’s presence will provide sustained long-term investment that will deliver enduring economic benefits in its operating communities and support long-term social investments that benefit the region and local Indigenous communities.
ARC’s Special Meeting of Shareholders regarding the proposed plan of arrangement involving ARC, Shell plc, Shell Canada Limited and the Shareholders of ARC will be held in a virtual format conducted via live webcast.
For more information related to the Shell Acquisition, view our Investor FAQ.
How you receive your Consideration depends on how you hold your ARC Shares.
If your shares are held through a broker or other intermediary, you are a Beneficial ARC Shareholder. If they are held directly in your name through a share certificate or DRS Advice, you are a Registered ARC Shareholder.
For questions related to the Arrangement, the Information Circular and how to receive your Consideration, please contact ARC’s proxy solicitation agent:
By calling or texting “INFO” to:
By email to: [email protected]
For specific questions related to the Letter of Transmittal, please contact the Depositary:
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