MEG Announces Further Improvement to Cenovus Transaction
MEG Announces Further Improvement to Cenovus Transaction |
| [27-October-2025] |
All amounts in Canadian dollars unless specified. CALGARY, AB, Oct. 27, 2025 /CNW/ - MEG Energy Corp. (TSX: MEG) ("MEG" or the "Company") today announced that it has entered into a second amending agreement (the "Second 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 "Arrangement Agreement") as amended on October 7, 2025 ("First Amending Agreement"). The Second Amending Agreement increases the consideration payable to holders ("MEG Shareholders") of common shares of MEG ("MEG Shares") to $30.00 per MEG Share (the "Improved Transaction Consideration") based on Cenovus's closing share price on October 24, 2025. The Improved Transaction Consideration represents a 47% 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, and an increase of $0.43 per MEG Share from the market value as of October 24, 2025, of the consideration (the "Prior Transaction Consideration") offered by Cenovus under the First Amending Agreement. In addition, MEG understands that, concurrently with the execution of the Second Amending Agreement, Cenovus has entered into an agreement with Strathcona (the "SCR Support Agreement") pursuant to which Strathcona, holding 36.1 million MEG Shares representing 14.2% of the outstanding MEG Shares, has agreed to vote, subject to the terms of the SCR Support Agreement, all of such MEG Shares FOR the Improved Cenovus Transaction (as defined herein). With Strathcona's support, MEG currently expects that approximately 79% of the MEG Shares represented by proxy or expected to be voted in person at the Meeting are FOR the approval of the Improved Cenovus Transaction. MEG also understands that, concurrent with the entering into the SCR Support Agreement, Cenovus entered into an agreement with Strathcona to sell certain assets, including the Vawn thermal heavy oil asset in Saskatchewan and certain undeveloped lands in western Saskatchewan and Alberta ("Divested Assets"), for aggregate consideration of $150 million, comprised of $75 million cash paid on closing and up to $75 million in contingent consideration dependent on future commodity prices (the "Cenovus Divestment Transaction"). The Divested Assets subject to the Cenovus Divestment Transaction have existing production of approximately 5,000 barrels of oil equivalent per day based on average production to date in 2025. The SCR Support Agreement and the Cenovus Divestment Transaction were each an arm's length transaction negotiated directly between Cenovus and Strathcona without the involvement of MEG, and MEG understands that neither the Divested Assets nor the consideration payable in connection with the sale therewith are considered to be material to Cenovus. Under the revised transaction with Cenovus, pursuant to the terms of the Second Amending Agreement (the "Improved Cenovus Transaction"), each MEG Shareholder will have the option to elect to receive: i. $30.00 in cash per MEG Share ("Cash Consideration"); ii. 1.255 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 159.6 million Cenovus Shares, as set out in the Arrangement Agreement, as amended by the First Amending Agreement and the Second 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 $15.00 in cash and 0.6275 of a Cenovus Share. The consideration to be received by MEG Shareholders values MEG at $30.00 per MEG Share on a fully prorated basis based on Cenovus's closing share price on October 24, 2025, representing an enterprise value of approximately $8.6 billion, including assumed debt. The Second Amending Agreement will be filed today, October 27, 2025, on MEG's SEDAR+ profile at www.sedarplus.ca. The MEG Board Unanimously Recommends MEG Shareholders Vote FOR the Improved Cenovus Transaction The Board of Directors of MEG (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 Second 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 and the Minority Approval Vote (as defined below); (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 the Arrangement Agreement), were obtained on September 25, 2025 and September 16, 2025, respectively, and remain in effect for the Improved Cenovus Transaction. Minority Approval Vote Although the Arrangement is not subject to the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the MEG Board, in approving the Second Amending Agreement, has as a matter of fairness determined that the Arrangement should be considered a "business combination" for purposes of MI 61-101 and thereby subject to a Minority Approval Vote (as defined below) in addition to the approval of the Arrangement by at least 66⅔% of the MEG Shareholders represented in person or by proxy at the Meeting. MI 61-101 requires that, in addition to any other required security holder approval, a business combination must be subject to "minority approval" (as defined in MI 61-101), which is a simple majority of the votes cast thereon by MEG Shareholders present in person or represented by proxy at the Meeting, after excluding the votes cast by those persons whose votes are required to be excluded in accordance with MI 61-101 (the "Minority Approval Vote"). Pursuant to MI 61-101, MEG Shares held by a Shareholder who is a "related party" may in certain circumstances be excluded from voting in the Minority Approval Vote. Strathcona is a "related party" of MEG pursuant to MI 61-101 by virtue of its ownership of greater than 10% of the issued and outstanding MEG Shares. As a result, the MEG Shares held, directly or indirectly by Strathcona, and its respective related parties or joint actors, will be excluded for the purpose of tabulating the Minority Approval Vote. As of the date hereof, to the knowledge of MEG, Strathcona and its related parties or joint actors beneficially own or exercise control or direction over, directly or indirectly, an aggregate of 36,100,000 MEG Shares, representing in the aggregate approximately 14.2% of the outstanding MEG Shares. Based on the foregoing, MEG currently expects that approximately 75% of the MEG Shares represented by proxy or expected to be voted in person at the Meeting are FOR the approval of the Improved Cenovus Transaction when excluding the MEG Shares controlled by Strathcona for the purposes of the Minority Approval Vote. Vote FOR the Improved Cenovus Transaction Today – Wednesday, October 29, 2025 Proxy Deadline Approaching The special meeting of MEG Shareholders (the "Meeting") is scheduled for Thursday, October 30, 2025 at 9:00 a.m. (Calgary Time) and 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. The MEG Board urges you to deposit your proxy form or voting instruction form and vote FOR the Improved Cenovus Transaction ahead of the proxy deadline of Wednesday, October 29, 2025 at 9:00 a.m. (Calgary Time) (the "Proxy Deadline").
Due to time sensitivity and the Canada Post strike, MEG Shareholders are strongly encouraged to only vote online or by telephone 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. Your 16-digit control number will not change with the Improved Cenovus Transaction. Alternatively, contact Sodali & Co. at 1-888-999-2785 or assistance@investor.sodali.com for help casting your vote. Reminder to Submit Your Election for Your Preferred Consideration MEG also reminds MEG Shareholders 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 the revised election deadline of Wednesday,October 29, 2025 at 4:30 p.m. (Calgary Time) (the "Revised Election Deadline"). The Improved Cenovus Transaction provides MEG Shareholders with a choice to elect their preferred form of consideration and each MEG Shareholder will be entitled to elect to receive the Cash Consideration, the Share Consideration, or a combination thereof, in all cases, subject to rounding and proration as described above. 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.
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 a 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 the 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 the required documentation 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 registered MEG Shareholders who have already submitted an election and who do not wish to change such election, including the mix of Cash Consideration and Share Consideration elected. In connection with the First Amending Agreement, MEG made available a Letter of Transmittal and Election Form to each registered MEG Shareholder which outlined the necessary documentation and information required to make an election with respect to the transaction consideration. Registered MEG Shareholders who have not yet made an election in respect of the consideration they wish to receive under the Cenovus transaction, or who wish to change their election, should use this Letter of Transmittal and Election Form to make their election in respect of the Improved Cenovus Transaction. The Letter of Transmittal and Election Form is for use by registered MEG Shareholders only and can be found at: https://www.megenergy.com/investors/shareholder-information/special-meeting-of-meg-shareholders/ and on MEG's SEDAR+ issuer profile at www.sedarplus.ca. Registered MEG Shareholders can refer to the instructions contained in the Letter of Transmittal and Election Form and should 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 beneficial MEG Shareholders who have already submitted an election and who do not wish to change such election, including the mix of Cash Consideration and Share Consideration elected. Beneficial MEG Shareholders (MEG Shareholders whose MEG Shares are not registered in their name but are held by an intermediary or broker) who have not yet made an election or who wish to change their election may provide instructions to their broker or other nominee to make or change the election on such beneficial MEG Shareholder's behalf. Intermediaries and brokers may establish earlier deadlines to make an election, and MEG urges such beneficial MEG Shareholders to contact their intermediary or broker for specific instructions. Registered MEG Shareholders have the right to dissent with respect to the Improved Cenovus Transaction and to be paid by MEG the fair value of their MEG Shares in accordance with the provisions of Section 191 of the Business Corporations Act (Alberta), as modified by the interim order of the Court granted September 9, 2025 (the "Interim Order") and the plan of arrangement, as appended to the Second Amending Agreement. Any dissent notices must be received by MEG, c/o Burnet, Duckworth & Palmer LLP, attention: Paul Chiswell, email: pchiswell@bdplaw.com by 5:00 p.m. (Calgary Time) on Wednesday, October 29, 2025. MEG Shareholders should review the Circular (as defined herein) for additional information with respect to their rights of dissent and how to exercise such dissent rights. As a result of the First Amending Agreement and the Second Amending Agreement, MEG's application (the "Final Order Application") to the Court of King's Bench of Alberta (the "Court") for a final order in respect of the Improved Cenovus Transaction will be rescheduled to a later date. MEG Shareholders and any other interested parties that wish to attend the Final Order Application must file with the Court and serve upon MEG, c/o Burnet, Duckworth & Palmer LLP, attention: Paul Chiswell, email: pchiswell@bdplaw.com, a notice of intention to appear on or before 5:00 p.m. (Calgary Time) on Wednesday October 29, 2025, which notice must comply with the instructions set out in the Circular. Information Circular MEG filed an information circular ("Circular") on September 12, 2025, providing further details on the previously announced Cenovus transaction, election process and the upcoming Meeting. MEG Shareholders are encouraged to review the Circular. In accordance with the Interim Order, certain information provided in the Circular was revised in MEG's press release dated October 10, 2025 to reflect recent updates, and has now been further revised in this press release, to reflect additional updates. Copies of the Circular, the Letter of Transmittal and Election Form, the First Amending Agreement, the Second Amending Agreement and additional information on the Meeting can be found at: https://www.megenergy.com/investors/shareholder-information/special-meeting-of-meg-shareholders/. 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 "estimate", "will", "would", "believe", "plan", "expected", "potential", 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 Cenovus Shares will be highly liquid; the timing and location of the Meeting; expectations regarding the percentage of the MEG Shares expected to be voted in favour of the Improved Cenovus Transaction for both the 66 2/3% and Minority Approval Vote; the timing of the Proxy Deadline and of the Revised Election Deadline and the impact of failing to meet such deadlines; the completion of the Improved Cenovus Transaction, including the satisfaction of the closing conditions under the Arrangement Agreement, as amended by the First Amending Agreement and the Second Amending Agreement; that previously submitted proxies will be voted at the Meeting unless properly revoked; the form of consideration that MEG Shareholders will receive under the Improved Cenovus Transaction, including as a result of proration based on elections (including deemed elections) made by other MEG Shareholders; the timing of receipt of consideration under the Improved Cenovus Transaction; 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; the expectation that the Final Order Application will be rescheduled to a later date; the exclusion of the MEG Shares held, directly or indirectly, by Strathcona and its respective related parties or joint actors, for the purpose of tabulating the Minority Approval Vote; 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 conditions the Improved Cenovus Transaction is subject to; the approval of the Improved Cenovus Transaction at the Meeting (including the Minority Approval Vote) and the completion of the Improved Cenovus Transaction on anticipated terms and timing, or at all; the terms and conditions of the SCR Support Agreement; MEG's standalone business plan; the future Cenovus Share price and the liquidity of the Cenovus 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 (including the Minority Approval Vote); the risk that the conditions to the Improved Cenovus Transaction may not be satisfied, or to the extent permitted, waived; the risk that the Arrangement Agreement or the SCR Support Agreement may be terminated prior to the completion of the Arrangement or the Meeting in accordance with the terms thereof; 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 and/or regulatory challenges that may arise in relation to the Arrangement or otherwise; 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 |
