MEG Announces Improved Cenovus Transaction: Higher Offer, Increased Equity Participation, and Special Meeting Postponement
MEG Announces Improved Cenovus Transaction: Higher Offer, Increased Equity Participation, and Special Meeting Postponement |
| [08-October-2025] |
All amounts in Canadian dollars unless specified CALGARY, AB, Oct. 8, 2025 /CNW/ - MEG Energy Corp. (TSX: MEG) ("MEG", or the "Company") today announced that it has entered into an amending agreement (the "Amending Agreement") with Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) ("Cenovus") to amend the arrangement agreement between MEG and Cenovus dated August 21, 2025. The Amending Agreement increases the consideration payable to holders ("MEG Shareholders") of common shares of MEG ("MEG Shares") to $29.80 per MEG Share (the "Improved Transaction Consideration") based on Cenovus's closing share price on October 7, 2025, representing a 46% premium to MEG's unaffected 20-day volume-weighted share price as of May 15, 2025, the last trading day preceding the first public announcement by Strathcona Resources Ltd. ("Strathcona") that it intended to acquire MEG. The Improved Transaction Consideration represents an increase of $2.35 per MEG Share from the market value of the consideration (the "Initial Transaction Consideration") offered under the initial transaction with Cenovus, as announced on August 22, 2025 (the "Initial Cenovus Transaction"), and an increase of $1.32 per MEG Share from the market value of the Initial Transaction Consideration as of October 7, 2025. Under the revised transaction with Cenovus, as amended by the terms of the Amending Agreement (the "Improved Cenovus Transaction"), each MEG Shareholder will have the option to elect to receive: i. $29.50 in cash per MEG Share ("Cash Consideration"); or ii. 1.240 Cenovus common shares (each whole share, a "Cenovus Share") per MEG Share ("Share Consideration"); or iii. a combination thereof, in all cases, subject to rounding and proration based on maximum aggregate Cash Consideration of approximately $3.8 billion and maximum aggregate Share Consideration of approximately 157.7 million Cenovus Shares, as set out in the Amending Agreement. The value of the Improved Transaction Consideration represents a mix of 50% cash and 50% Cenovus Shares. On a fully prorated basis, consideration per MEG Share represents approximately $14.75 in cash and 0.620 of a Cenovus Share. The consideration to be received by MEG Shareholders values MEG at $29.80 per MEG Share on a fully prorated basis at Cenovus's closing share price on October 7, 2025, representing an enterprise value of approximately $8.6 billion, including assumed debt. In consideration of Cenovus amending and increasing the consideration for MEG, MEG and Cenovus have also amended the terms of the existing standstill agreement between the parties to allow Cenovus to complete purchases of up to 9.9% of the MEG Shares. The Amending Agreement will be filed on MEG's SEDAR+ profile at www.sedarplus.ca. "We are pleased to announce the Amending Agreement with Cenovus, which provides improved transaction economics and greater opportunity for MEG Shareholders to participate in substantial synergies through a higher equity component," said James McFarland, Chairman of MEG's board of directors (the "MEG Board"). "This marks the third enhancement to the terms originally put forward by Cenovus, delivering a significant increase to an already attractive transaction. The Improved Cenovus Transaction is the value maximizing strategic alternative for MEG Shareholders." "Since the Initial Cenovus Transaction was announced, there has been strong recognition of the industrial logic and the synergy potential between MEG and Cenovus," said Darlene Gates, President and CEO of MEG. "The Amending Agreement enables MEG Shareholders to benefit from greater upside through a significant increase to the proportion of share consideration, while also raising the Initial Transaction Consideration. The Improved Transaction Consideration implies a flowing-barrel metric of $79,500 per bpd, the highest value ever paid for a pure-play oil sands asset." MEG Meeting Postponed to Wednesday October 22, 2025 The special meeting of MEG Shareholders (the "Meeting"), previously scheduled for Thursday, October 9, 2025 at 9:00 a.m. (Calgary Time), has been postponed to Wednesday, October 22, 2025 at 9:00 a.m. (Calgary Time), to allow MEG Shareholders additional time to deposit proxies and vote FOR the Improved Cenovus Transaction. The Meeting will take place at Brookfield Place, 225 – 6th Avenue S.W., Suite 1400, Calgary, Alberta or through a live audio webcast accessible at https://meetings.lumiconnect.com/400-560-917-636. The password for the live audio webcast of the Meeting is "meg2025", case-sensitive. Deadline to Deposit Proxies Revised to Monday, October 20, 2025 The MEG Board urges you to deposit your proxy form or voting instruction form and vote FOR the Improved Cenovus Transaction ahead of the revised proxy deadline of MondayOctober 20, 2025 at 9:00 a.m. (Calgary Time) (the "Revised Proxy Deadline").
Due to the time sensitivity and the Canada Post strike, MEG Shareholders are strongly encouraged to only vote online or by telephone prior to the Revised Proxy Deadline using the instructions below:
Questions and Assistance with Voting If you are a beneficial MEG Shareholder and have not yet received your voting materials, please contact your broker or investment advisor to obtain your 16-digit control number and vote immediately at www.proxyvote.com. Alternatively, contact Sodali & Co. at 1-888-999-2785 or assistance@investor.sodali.com for help casting your vote. Deadline to Submit Consideration Election Revised to Monday, October 20, 2025 MEG Shareholders are entitled to submit their elections in respect of the consideration to be received pursuant to the Improved Cenovus Transaction. To be valid, MEG Shareholders must submit their elections to Computershare Investor Services Inc. (the "Depositary"), who is acting as depositary in connection with the Improved Cenovus Transaction, by Monday, October 20, 2025 at 4:30 p.m. (Calgary Time) (the "Revised Election Deadline").
Under the terms of the Amending Agreement, MEG Shareholders who do not submit their election ahead of the Revised Election Deadline will be deemed to have elected to receive Cash Consideration with respect to 50% of their MEG Shares and Share Consideration with respect to 50% of their MEG Shares. MEG Shareholders who have already made an election, whether for all Cash Consideration, Share Consideration, or a combination thereof, are encouraged to consider their election in light of the Improved Cenovus Transaction. If a MEG Shareholder desires to change a prior election, such MEG Shareholder should re-submit their election using the instructions below prior to the Revised Election Deadline. Notwithstanding the election or deemed election of a MEG Shareholder for Cash Consideration or Share Consideration, such MEG Shareholder may receive a combination of Cash Consideration and Share Consideration (or a different combination than what was elected by such MEG Shareholder), depending on the elections (including deemed elections) made by all other MEG Shareholders. A MEG Shareholder will not actually receive any consideration until the Improved Cenovus Transaction is completed and all required documents are submitted to the Depositary, including the Letter of Transmittal and Election Form and any certificate(s) or DRS Advice(s) representing their MEG Shares. Due to the time sensitivity and the Canada Post strike, MEG recommends that all MEG Shareholders make their elections and courier or hand deliver required documentation as soon as possible and in advance of the Revised Election Deadline to permit delivery to the Depositary at or prior to the Revised Election Deadline in accordance with the below instructions. Please courier or hand deliver to Computershare Investor Services Inc. at any of the following addresses: Toronto: 320 Bay Street, 14th Floor, Toronto, ON, M5H 4A6, Canada, 1.416.263.2900 Montreal: 650 de Maisonneuve Blvd. West, 7th floor, Montreal, QC, H3A 3T2, Canada, 1.514.982.7888 Vancouver: 510 Burrard St, 3rd Floor, Vancouver, BC, V6C 3B9, Canada, 1.604.661.9400 Calgary: 800 – 324 8 Avenue SW Calgary, AB, T2P 2Z2, Canada, 1.403.267.6800 Registered MEG Shareholders: No further action is required of MEG Shareholders who have already submitted an election under the Initial Cenovus Transaction and who do not wish to change such election. For the benefit of those who have not yet made an election or who wish to change their election, MEG shall deliver a Letter of Transmittal and Election Form to each registered MEG Shareholder which will outline the necessary documentation and information required to make an election in respect of the consideration such MEG Shareholder wishes to receive under the Improved Cenovus Transaction. Registered MEG Shareholders can refer to the instructions contained in the Letter of Transmittal and Election Form and ensure they provide the required documentation and information to the Depositary ahead of the Revised Election Deadline. Beneficial MEG Shareholders: No further action is required of MEG Shareholders who have already submitted an election under the Initial Cenovus Transaction and who do not wish to change such election. MEG Shareholders who have not yet made an election or who wish to change their election, and whose MEG Shares are not registered in their name but are held by an intermediary or broker may provide instructions to their broker or other nominee to make or change the election on such MEG Shareholder's behalf. Intermediaries and brokers may establish earlier deadlines to make an election, and the MEG Board urges such beneficial MEG Shareholders to contact their intermediary or broker for specific instructions. MEG Board Unanimously Recommends MEG Shareholders Vote FOR the Improved Cenovus Transaction The MEG Board, informed in part by the recommendation of a special committee of independent directors (the "Special Committee") and after considering advice from its external financial and legal advisors, unanimously determined that the Improved Cenovus Transaction is in the best interests of MEG, and approved the Amending Agreement and the transactions contemplated thereby. The MEG Board recommends MEG Shareholders vote FOR the Improved Cenovus Transaction at the Meeting. The Improved Cenovus Transaction is subject to a number of conditions, including: (i) approval by at least 66⅔% of the MEG Shareholders represented in person or by proxy at the Meeting; (ii) approval of the Court of King's Bench of Alberta; and (iii) other customary closing conditions. The Competition Act Approval and the HSR Approval (each as defined in Amending Agreement), were obtained on September 25, 2025 and September 16, 2025, respectively, and remain in effect for the Improved Cenovus Transaction. The MEG Board recommends that MEG Shareholders vote FOR the Improved Cenovus Transaction for the following reasons:
For additional detail, please refer to MEG's investor presentation dated October 8, 2025, which is available at www.megenergy.com/offer-update MEG's management information circular in respect of the Initial Cenovus Transaction dated September 9, 2025 (the "Circular") is available at www.megenergy.com/offer-update and on SEDAR+ at www.sedarplus.ca. MEG does not intend to prepare or deliver a revised management information circular in respect of the Improved Cenovus Transaction. Advisors BMO Capital Markets and Burnet, Duckworth & Palmer LLP are acting as financial advisor and legal counsel, respectively, to the Company. RBC Capital Markets and Norton Rose Fulbright Canada LLP are acting as financial advisor and legal counsel, respectively, to the Special Committee. Forward-Looking Information Certain statements contained in this news release may contain forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact may be forward-looking statements. Forward-looking information is frequently characterized by words such as "will", "expect", "intend", "plan", "potential", "growth", "opportunity", "future" and other similar words or statements that certain events or conditions "likely", "may", "should", "would", "might" or "could" occur. Forward-looking information is often, but not always, identified by such words. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, many of which are beyond MEG's control. MEG believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this news release should not be unduly relied upon. Specific forward-looking information contained in this news release includes, among others, statements pertaining to the following: that the Improved Cenovus Transaction offers improved transaction economics; the timing and location of the Meeting; the timing of the Revised Proxy Deadline and of the Revised Election Deadline and the impact of failing to meet such deadlines; the treatment of previously submitted proxies; the form of consideration that MEG Shareholders will receive under the Improved Cenovus Transaction, including as a result of deemed elections and pro-ration based on elections made by other MEG Shareholders; the completion of the Improved Cenovus Transaction, including the anticipated timing thereof and the satisfaction of the closing conditions under the Amending Agreement; the timing for receipt of consideration by MEG Shareholders under the Improved Cenovus Transaction; anticipated benefits of the Improved Cenovus Transaction, including participation in future upside of Cenovus; that the combined company will benefit from greater efficiencies and significant synergies, including Cenovus's expectations to realize $150 million in near-term annual synergies, increasing to $400 million per year in 2028 and beyond; the scale and growth potential of Cenovus; Cenovus's plans to spend incremental capital of approximately $400 million between 2026-2028 and the anticipated impact thereof, including delivering production capacity of 150,000 bpd at Christina Lake; that the Improved Cenovus Transaction offers a high degree of value certainty; that the Cenovus Shares will be freely tradeable upon closing and that such Cenovus Shares will be highly liquid; the timing of filing of the Amending Agreement on MEG's SEDAR+ profile; the impact of any Canada Post strike on the ability of MEG Shareholders to submit their proxies or Letters of Transmittal and Election Forms in respect of the Improved Cenovus Transaction; that MEG does not intend to file or deliver a revised circular in respect of the Improved Cenovus Transaction; and other similar statements. Forward-looking information is based on, among other things, MEG's expectations regarding its future, growth, results of operations, production, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, plans for and results of drilling activity, environmental matters, business prospects and opportunities. Such forward-looking information reflects MEG's current beliefs and assumptions and is based on information currently available to it. With respect to forward-looking information contained in this news release, assumptions have been made regarding, among other things: the satisfaction of the closing conditions in respect of the Improved Cenovus Transaction; the approval of the Improved Cenovus Transaction at the Meeting and the completion of the Improved Cenovus Transaction on anticipated terms and timing, or at all; MEG's standalone business plan; the future Cenovus Share price and the liquidity of the Cenovus Shares; the price of common shares of Strathcona and the future trading liquidity of such Strathcona common shares; future crude oil, bitumen blend, natural gas, electricity, condensate and other diluent prices; that tariffs currently in effect will remain the same; the combined company's ability to obtain qualified staff and equipment in a timely and cost-efficient manner; foreign exchange rates and interest rates; the applicability of technologies for the recovery and production of reserves and contingent resources; the recoverability of reserves and contingent resources; the ability to produce and market production of bitumen blend successfully to customers; MEG's ability to maintain its dividend and capital programs; future production levels and SOR; future capital and other expenditures; operating costs; anticipated sources of funding for operations and capital investments; the regulatory framework governing royalties, land use, taxes and environmental matters, including federal and provincial climate change policies, in the jurisdictions in which MEG and Cenovus conduct and will conduct their business; future debt levels; geological and engineering estimates in respect of reserves and contingent resources; the geography of the areas in which MEG is conducting exploration and development activities; the impact of increasing competition; the ability to obtain financing on acceptable terms; and business prospects and opportunities. Many of the foregoing assumptions are subject to change and are beyond MEG's control. Some of the risks that could affect MEG's future results and could cause actual results to differ materially from those expressed in the forward-looking information include: the risk that the Improved Cenovus Transaction may be varied, accelerated or terminated in certain circumstances; risks relating to the outcome of the Improved Cenovus Transaction, including the risks associated with approval at the Meeting; the risk that the closing conditions under the Improved Cenovus Transaction may not be satisfied, or to the extent permitted, waived; the risk that operating results will differ from what is currently anticipated; MEG's status and stage of development; the concentration of MEG's production in a single project; the majority of MEG's total reserves and contingent resources are non-producing and/or undeveloped; the uncertainty of reserve and resource estimates; long-term reliance on third parties; the effect or outcome of litigation; the effect of any diluent supply constraints and increases in the cost thereof; the potential delays of and costs of overruns on projects and future expansions of MEG's assets; operational hazards; competition for, among other things, capital, the acquisition of reserves and resources, pipeline capacity and skilled personnel; risks inherent in the bitumen recovery process; changes to royalty regimes; the failure of MEG to meet specific requirements in respect of its oil sands leases; claims made by Indigenous peoples; unforeseen title defects and changes to the mineral tenure framework; risks arising from future acquisition activities; sufficiency of funds; fluctuations in market prices for crude oil, natural gas, electricity and bitumen blend; future sources of insurance for MEG's property and operations; public health crises, similar to the COVID-19 pandemic, including weakness and volatility of crude oil and other petroleum products prices from decreased global demand resulting from public health crises; risk of war (including the conflicts between Russia and Ukraine and Israel, Hamas and Iran); general economic, market and business conditions; volatility of commodity inputs; variations in foreign exchange rates and interest rates; hedging strategies; national or global financial crisis; environmental risks and hazards, including natural hazards such as regional wildfires, and the cost of compliance with environmental legislation and regulations, including greenhouse gas regulations, potential climate change legislation and potential land use regulations; enacted and proposed export and import restrictions, including but not limited to tariffs, export taxes or curtailment on exports; failure to accurately estimate abandonment and reclamation costs; the need to obtain regulatory approvals and maintain compliance with regulatory requirements; the extent of, and cost of compliance with, laws and regulations and the effect of changes in such laws and regulations from time to time including changes which could restrict MEG's ability to access foreign capital; failure to obtain or retain key personnel; potential conflicts of interest; changes to tax laws (including without limitation, a potential United States border adjustment tax) and government incentive programs; the potential for management estimates and assumptions to be inaccurate; risks associated with establishing and maintaining systems of internal controls; risks associated with the tariffs imposed on the import and export of commodities and the possibility that such tariffs may change; political risks and terrorist attacks; risks associated with downgrades in the credit ratings for MEG's securities; cybersecurity errors, omissions or failures; restrictions contained in MEG's credit facilities, other agreements relating to indebtedness and any future indebtedness; any requirement to incur additional indebtedness; MEG defaulting on its obligations under its indebtedness; and the inability of MEG to generate cash to service its indebtedness. The foregoing list of risks, uncertainties and factors is not exhaustive. The effect of any one risk, uncertainty or factor on particular forward-looking information is not determinable with certainty as these factors are independent, and management's future course of action would depend on an assessment of all available information at that time. Although, based on information available to MEG on the date of this news release, MEG believes that the expectations in and assumptions used in such forward-looking information are reasonable, MEG gives no assurances as to future results, levels of activity or achievements and cannot make assurances that actual results will be consistent with such forward-looking information. Accordingly, readers are cautioned that the actual results achieved may vary from the forward-looking information provided herein and that the variations may be material. Readers are also cautioned that the foregoing list of assumptions, risks and factors is not exhaustive. Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Improved Cenovus Transaction can be found under the heading "Risk Factors" in MEG's annual information form dated February 27, 2025 for the year ended December 31, 2024 and under the heading "Forward-Looking Statements" in the Circular, along with MEG's other public disclosure documents which are available through the Company's website at http://www.megenergy.com/investors and through the SEDAR+ website at www.sedarplus.ca. The forward-looking information included in this news release is expressly qualified in its entirety by the foregoing cautionary statements. Unless otherwise stated, the forward-looking information included in this news release is made as of the date of this news release and MEG assumes no obligation to update or revise any forward-looking information to reflect new events or circumstances, except as required by applicable Canadian securities laws. Due to the risks, uncertainties and assumptions inherent in forward-looking information, readers should not place undue reliance on this forward-looking information. For further information: Shareholder Questions: MEG Investor Relations, 403.767.0515, invest@megenergy.com Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers outside North America, assistance@investor.sodali.com Media Questions: MEG Media Relations, 403.775.1131, media@megenergy.com
SOURCE MEG Energy Corp. | |||||||||||||||||
Company Codes: Toronto:MEG,NYSE:CVE,Toronto:CVE |
