- Canadian Oil Sands sets shareholder meeting to approve final
acquisition transaction
(All dollar amounts referenced are in Canadian
dollars)
CALGARY, Feb. 22, 2016 /PRNewswire/ - Suncor announced
today that its Offer for all of the common shares and accompanying
rights of Canadian Oil Sands Limited ("COS") has expired and that a
total of approximately 84.2 per cent of COS shares equating to
approximately 408,097,416 common shares and accompanying rights
have been tendered to Suncor's Offer.
Since Suncor's initial take up of shares on Feb. 5, 2016, approximately 11.4 per cent of
additional COS shares equating to approximately 55,195,265 common
shares and accompanying rights have been tendered. Suncor will take
up all additional shares that were validly tendered into the Offer
and not withdrawn and those shares will be paid for in accordance
with the terms of the Offer.
COS shareholders whose shares are taken up today will receive
0.28 of a common share of Suncor for each COS share (subject to
rounding for fractional shares), which will be paid in accordance
with the terms of the Offer. Based on today's closing trading price
of Suncor's common shares on the Toronto Stock Exchange, the take
up of shares today represents an implied acquisition price of
$9.49 per COS share.
Following this additional take-up of shares, Suncor expects to
complete a subsequent acquisition transaction to acquire the
remaining COS shares, as outlined below.
COS shareholder meeting
In addition, COS announced today that it has entered into an
amalgamation agreement with Suncor and certain wholly owned
subsidiaries of Suncor, under which a subsequent acquisition
transaction will be completed by way of an amalgamation of COS and
a wholly-owned subsidiary of Suncor (the "COS Amalgamation").
A special meeting of COS shareholders will be held to consider this
transaction on March 21, 2016 at
10:30 am (MT) at the Telus Convention
Centre, 120 – 9th Avenue S.E., in Calgary, Alberta.
As Suncor exercises control and direction over greater than 66⅔%
of the outstanding COS shares, it is in a position to ensure the
successful outcome of the shareholder vote in respect of this
subsequent acquisition transaction. Once this transaction is
completed, all COS shares that remain outstanding will be acquired
for the same consideration offered in the Offer. Further
details regarding this subsequent acquisition transaction are
contained in the COS information circular and related meeting
materials which are being mailed to COS shareholders in advance of
the meeting and which are available on SEDAR under COS' profile at
sedar.com. COS shareholders are urged to review the circular
and related materials carefully and in their entirety.
Shortly after completion of the subsequent acquisition
transaction, COS expects that its common shares will be de-listed
from the Toronto Stock Exchange and that an application will be
made to have COS cease to be a reporting issuer in all provinces of
Canada. Once the de-listing
occurs, an additional amalgamation is anticipated whereby Suncor
Energy Ventures Corporation (a direct wholly-owned subsidiary of
Suncor) and the entity resulting from the COS Amalgamation will
undertake a subsequent amalgamation. This newly amalgamated entity
will also be named Suncor Energy Ventures Corporation and will
continue to carry on the business and operations of COS with all of
its assets and liabilities as a direct wholly-owned subsidiary of
Suncor.
NOTICE TO U.S.
HOLDERS
The offering of Suncor shares in connection with the COS
Amalgamation is being made by a Canadian issuer pursuant to a
multijurisdictional disclosure system adopted by the United States that permits the circular
for the COS Amalgamation and related meeting materials
(collectively. the "Amalgamation Documents") to be prepared in
accordance with the disclosure requirements of Canada. Shareholders in the United States should be aware that such
requirements are different from those of the United States. The financial statements
included or incorporated by reference in the Amalgamation Documents
have been prepared in accordance with International Financial
Reporting Standards, and are subject to Canadian auditing and
auditor independence standards, and thus may not be comparable to
financial statements of U.S. companies.
Shareholders in the United
States should be aware that the disposition of their COS
shares and the acquisition of Suncor's common shares by them as
described in the Amalgamation Documents may have tax consequences
both in the United States and in
Canada. Such consequences for
shareholders who are resident in, or citizens of, the United States may not be described fully
in the Amalgamation Documents.
The enforcement by shareholders of civil liabilities under
U.S. federal securities laws may be affected adversely by the fact
that each of Suncor, COS and the other Suncor subsidiaries involved
with the COS Amalgamation are incorporated under the laws of
Canada, that some or all of their
respective officers and directors may be residents of a foreign
country, that some or all of the experts named in the Amalgamation
Documents may be residents of a foreign country and that all or a
substantial portion of the assets of Suncor and COS and said
persons and other entities may be located outside the United States.
THE SUNCOR COMMON SHARES CONTEMPLATED TO BE DELIVERED IN
CONNECTION WITH THE COS AMALGAMATION HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY U.S. STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY U.S. STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE AMALGAMATION
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Suncor filed a registration statement on Form F-80 in respect
of the COS Amalgamation with the SEC on February 22, 2016, which includes the
Amalgamation Documents. This news release is not a substitute for
such registration statement or any other documents that Suncor has
filed or may file with the SEC or send to shareholders in
connection with the COS Amalgamation. INVESTORS AND SHAREHOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-80, AS IT
MAY BE AMENDED FROM TIME TO TIME, AND ALL OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE COS
AMALGAMATION AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free
copy of the registration statement on Form F-80, as well as other
filings containing information about Suncor, at the SEC's website
(www.sec.gov).
Forward-Looking Statements
This news release
contains certain "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995
and "forward-looking information" within the meaning of applicable
Canadian securities legislation (collectively, "forward-looking
statements"), including statements about the subsequent acquisition
transaction, and the timing and completion of a subsequent
acquisition transaction, the subsequent de-listing of the COS
common shares from the Toronto Stock Exchange, the application for
COS to cease to be a reporting issuer in all Provinces of
Canada and the further
amalgamation involving Suncor Energy Ventures Corporation.
Forward-looking statements are not guarantees of future performance
and involve a number of risks and uncertainties. Users of this
information are cautioned that actual events may differ materially
as a result of, among other things, assumptions that Suncor and COS
will receive all necessary approvals, certificates and
registrations in connection with such transactions and applications
in the timelines and in a manner consistent with Suncor's current
expectations.
Although Suncor believes that the expectations represented by
such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct. Suncor's
Offer documents, including its take-over bid circular and all
amendments thereto, the Amalgamation Documents, Suncor's
fourth quarter report to shareholders dated February 3, 2016, Suncor's 2014 Annual Report and
Suncor's most recently filed Annual Information Form/Form 40-F and
other documents Suncor and COS file from time to time with
securities regulatory authorities describe the risks,
uncertainties, material assumptions and other factors that could
influence actual results and such risk factors are incorporated
herein by reference.
Copies of these documents are available, and copies of
Suncor's early warning report to be filed in connection with the
additional take-up COS shares under the Offer will be
available, without charge from the Corporate Secretary of
Suncor Energy Inc. at 150 6th Avenue S.W., Calgary, Alberta T2P 3E3, by calling
1-800-558-9071, or by email request to invest@suncor.com
or by referring to Suncor's profile on SEDAR at sedar.com
(and, where applicable, on EDGAR at sec.gov) or,
in the case of the Offer documents and the Amalgamation Documents,
by referring to the COS profile on SEDAR at sedar.com
or Suncor's profile on EDGAR at sec.gov. Except as
required by applicable securities laws, Suncor disclaims any
intention or obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Suncor's actual results may differ
materially from those expressed or implied by its forward-looking
statements, so readers are cautioned not to place undue reliance on
them.
Suncor Energy is Canada's leading integrated energy company.
Suncor's operations include oil sands development and upgrading,
conventional and offshore oil and gas production, petroleum
refining, and product marketing under the Petro-Canada brand. A
member of Dow Jones Sustainability indexes, FTSE4Good and CDP,
Suncor is working to responsibly develop petroleum resources while
also growing a renewable energy portfolio. Suncor is listed on the
UN Global Compact 100 stock index and the Corporate Knights' Global
100. Suncor's common shares (symbol: SU) are listed on the
Toronto and New York stock exchanges.
NOT AN OFFER
This press release does not
constitute an offer to buy or sell, or an invitation or a
solicitation of an offer to buy or sell any securities of COS or
Suncor. The offering of Suncor shares in connection with the COS
Amalgamation is made exclusively by means of, and subject to the
terms and conditions set out in, the Amalgamation Documents, as
they may be amended from time to time.
For more information about Suncor, visit our web site at
suncor.com, follow us on Twitter @SuncorEnergy, or come and See
what Yes can do.
SOURCE Canadian Oil Sands Limited