Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) and Husky Energy Inc.
(TSX: HSE) announce they have filed a joint management information
circular dated November 9, 2020 and related meeting and proxy
materials, which will be mailed to Cenovus common shareholders and
to Husky common shareholders, preferred shareholders and
optionholders in connection with the proposed plan of arrangement
to create a resilient integrated energy leader.
Cenovus and Husky agreed to combine their respective businesses
and entered into an arrangement agreement dated October 24, 2020.
The boards of directors of Cenovus and Husky have unanimously
approved the arrangement agreement and determined that it is in the
best interests of their respective companies.
Cenovus and Husky Special Meetings
Special meetings for Cenovus common shareholders and for Husky
common shareholders, preferred shareholders and optionholders will
be held in order to consider and vote on resolutions in connection
with the plan of arrangement, as described in the circular. Due to
COVID-19, and in alignment with the recommendations of Canadian
public health officials, the meetings will be conducted via live
webcasts.
The Husky virtual meeting will be held at 9:00 a.m. MT/11:00
a.m. ET on Tuesday, December 15, 2020 and the Cenovus virtual
meeting will commence at 1:00 p.m. MT/3:00 p.m. ET on the same
day.
How to Vote
All securityholders are encouraged to vote in person (virtually)
or by proxy. Details on how to vote and how to participate in the
live webcasts are contained in the circular.
The completion of the arrangement is subject to, among other
things, (i) the approval of the arrangement by not less than 66⅔%
of the votes cast by Husky common shareholders at the Husky virtual
meeting, (ii) the approval of the arrangement by not less than 66⅔%
of the votes cast by Husky common shareholders and optionholders,
voting together as a single class, at the Husky virtual meeting,
(iii) the approval of the issuance of Cenovus common shares under
the arrangement by a simple majority of the votes cast by Cenovus
shareholders at the Cenovus virtual meeting, (iv) the approval of
the Court of Queen’s Bench of Alberta, and (v) the receipt of all
other necessary regulatory approvals. In addition, Husky will seek
the approval of not less than 66⅔% of the votes cast by Husky
preferred shareholders, voting together as a single class, at the
Husky virtual meeting. If Husky preferred shareholder approval is
obtained, each Husky preferred share will be exchanged for one
Cenovus preferred share having substantially identical terms as the
Husky preferred shares. It is not a condition to completion of the
arrangement that Husky preferred shareholder approval be obtained,
and, if not obtained, the Husky preferred shares will remain
outstanding in a subsidiary of the combined company and listed on
the TSX.
About the Transaction
The arrangement is currently anticipated to be completed in the
first quarter of 2021, subject to satisfaction of all closing
conditions. Upon completion of the transaction, the combined
company will continue to operate as Cenovus and remain
headquartered in Calgary, Alberta.
The circular has been filed on each company’s profile on the
System for Electronic Document Analysis and Retrieval (SEDAR) at
sedar.com and on each company’s profile on the Electronic Data
Gathering, Analysis and Retrieval System (EDGAR) at sec.gov, and is
available on Cenovus’s website at cenovus.com and on Husky’s
website at huskyenergy.com.
Advisory
Note Regarding Forward-looking Information
This news release contains certain forward-looking statements
and forward-looking information (collectively referred to as
“forward-looking information”) within the meaning of applicable
securities legislation, including the United States Private
Securities Litigation Reform Act of 1995, about our current
expectations, estimates and projections about the future, based on
certain assumptions made by Cenovus and Husky in light of their
experience and perception of historical trends. Although Cenovus
and Husky believe that the expectations represented by such
forward-looking information are reasonable, there can be no
assurance that such expectations will prove to be correct. Readers
are cautioned not to place undue reliance on forward-looking
information as actual results may differ materially from those
expressed or implied. Cenovus and Husky undertake no obligation to
update or revise any forward-looking information except as required
by law.
This forward-looking information is identified by words such as
“anticipated”, “opportunity”, “potential”, “will”, or similar
expressions and includes suggestions of future outcomes, including
statements about: the holding of shareholder meetings; the timing
of closing of the transaction; and the future operation and
headquarters of the combined company.
Developing forward-looking information involves reliance on a
number of assumptions and consideration of certain risks and
uncertainties, some of which are specific to Cenovus and Husky and
others that apply to the industry generally. Material factors or
assumptions on which the forward-looking information in this news
release is based include: successful closing of the transaction,
including obtaining necessary shareholder, court and regulatory
approvals and satisfaction of all other conditions to closing and
within expected timelines.
Additional information about risks, assumptions, uncertainties
and other factors that could cause Cenovus's actual results to
differ materially from those expressed or implied by its
forward-looking statements is contained under “Risk Management and
Risk Factors” in Cenovus's Annual Management's Discussion and
Analysis (MD&A) or Form 40-F for the year ended December 31,
2019 and in the updates in the “Risk Management and Risk Factors”
section of Cenovus’s MD&A for the period ended September 30,
2020.
Husky’s Annual Information Form for the year ended December 31,
2019, Management’s Discussion and Analysis for the three and nine
months ended September 30, 2020 and other documents filed with
securities regulatory authorities (accessible through the SEDAR
website at sedar.com and the EDGAR website at sec.gov)
describe some of the risks, material assumptions and other factors
that could influence actual results in respect of Husky and are
incorporated herein by reference.
About Cenovus
Cenovus Energy Inc. is a Canadian integrated oil and natural gas
company. It is committed to maximizing value by sustainably
developing its assets in a safe, innovative and cost-efficient
manner, integrating environmental, social and governance
considerations into its business plans. Operations include oil
sands projects in northern Alberta, which use specialized methods
to drill and pump the oil to the surface using a technique called
steam-assisted gravity drainage (SAGD). The company also has
conventional crude oil, natural gas and natural gas liquids assets
in Alberta and British Columbia as well as 50% ownership in two
U.S. refineries. Cenovus shares trade under the symbol CVE and are
listed on the Toronto and New York stock exchanges. For more
information, visit cenovus.com.
Find Cenovus
on Facebook, Twitter, LinkedIn, YouTube and Instagram.
About Husky
Husky Energy is a Canadian-based integrated energy company. It
is headquartered in Calgary, Alberta, and its common shares are
publicly traded on the Toronto Stock Exchange under the symbol HSE.
The Company operates in Canada, the United States and the Asia
Pacific region with two business segments. The Integrated Corridor
includes bitumen from thermal projects in the Lloydminster area of
Saskatchewan, along with the Tucker Thermal Project and the Sunrise
Energy Project in Alberta, with production integrated into Husky’s
downstream operations, which includes upgrading, refining and
marketing of refined petroleum products. The Offshore business
includes crude oil production offshore Newfoundland and Labrador
and natural gas and liquids production offshore China and
Indonesia. For more information, visit huskyenergy.com.
Find Husky on Facebook, Twitter, LinkedIn and Instagram.
Cenovus Contacts |
Investor Relations Sherry Wendt, Director, Investor Relations
403-766-7711 |
Media Relations Brett Harris, Manager,
Communications403-766-3420 |
Husky Contacts |
Investor Relations Leo Villegas, Director, Investor Relations
403-513-7817 |
Media RelationsKim Guttormson, Manager, Communication Services
403-298-7088 |
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