Newport Capital to Acquire High Arctic for C$1.59 per Share at 19% Premium
Key Facts
High Arctic Energy Services entered into a definitive agreement with Newport Capital on November 13, 2026, for the acquisition of all its issued and outstanding common shares for C$1.59 in cash per share, subject to certain adjustments. The aggregate base purchase price is C$20,191,499, according to the company’s statement published via GlobeNewswire. The company intends to distribute an additional amount to shareholders of between C$0.20 and C$0.30 per share at closing. The final amount is tied to working capital at closing and also requires approval from Newport and High Arctic’s board. If completed, the deal would pave the way for the company to become private and its shares to leave public trading.
The C$1.59 offer represents a 19% premium to High Arctic’s closing share price on the Toronto Stock Exchange on November 13. The consideration is also 27% above the volume-weighted average price over the 20 days ended on that date. The premium rises to 77% compared with the May 14 close, the day the board began a strategic review of the company. These comparisons provide pricing context for the acquisition consideration across different benchmarks, from the latest closing price to the average trading price over a prior period. The board said the persistent and significant discount between the shares’ trading price and their intrinsic value had limited the company’s ability to use them as currency for acquisitions and made it difficult to structure value-enhancing transactions.
The C$20,191,499 value is not a guaranteed final amount; the agreement provides for dollar-for-dollar reductions for outstanding indebtedness, any cash shortfall below a specified minimum, and transaction costs not expected to be paid when the final working capital statement is submitted. High Arctic said it expects to repay its debt and pay transaction costs before closing, and therefore does not expect an adjustment to the C$1.59 per-share consideration. That expectation remains tied to those payments being made and to the adjustments set out in the agreement. The additional distribution, meanwhile, will be determined within its announced range based on working capital at closing and also requires approval from Newport and the board. The proposed consideration thus combines the cash acquisition price per share with a separate distribution whose final amount has not yet been determined.
Approval of the arrangement requires at least 66⅔% of votes cast at a special meeting of shareholders, and a separate majority vote excluding certain parties may also be required. The company expects to hold the meeting in December 2026, and the deal also requires approval from Alberta’s Court of King's Bench. Directors, executive officers and major shareholder FBC Holdings Sàrl signed voting support agreements to vote in favor of the deal; their holdings represent approximately 49.2% of the outstanding shares combined. Newport said it has sufficient funds to complete the acquisition and that the agreement contains no financing condition. The shareholder vote and court approval remain key conditions before ownership transfers to the buyer.
High Arctic expects the deal to be completed in December 2026, with closing in all cases before February 28, 2027. Conditions include approval from the Toronto Stock Exchange, repayment of debt and transaction costs, and the sale of certain real estate or an alternative arrangement acceptable to Newport. The agreement gives Newport five business days to match any superior offer and imposes a C$1 million termination fee on either party in specified circumstances. Following completion, High Arctic’s shares are expected to be delisted from the Toronto Stock Exchange, and the company is expected to apply to cease being a reporting issuer under Canadian securities laws. This means shareholder and court approvals, along with satisfaction of the contractual conditions, precede the expected transition to a private company.