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- Closing Order for the Cenovus Transaction granted by the Courtroom of King’s Bench of Alberta
- Cenovus Transaction anticipated to shut Thursday, November 13, 2025
- Preliminary election outcomes to find out the type of consideration to be obtained by MEG Shareholders point out pro-rationing of Share Consideration elections
MEG Vitality Corp. (TSX: MEG) (“MEG”, or the “Firm”) is happy to announce that the Courtroom of King’s Bench of Alberta has granted the ultimate order in respect of the beforehand introduced plan of association underneath Part 193 of the Enterprise Firms Act (Alberta) (the “Cenovus Transaction”) involving MEG, holders (“MEG Shareholders”) of frequent shares of MEG (“MEG Shares”) and Cenovus Vitality Inc. (TSX: CVE) (NYSE: CVE) (“Cenovus”). The Cenovus Transaction was accredited by MEG Shareholders at a particular assembly held on November 6, 2025. Topic to the satisfaction or waiver of different customary closing situations, the Cenovus Transaction is predicted to shut on November 13, 2025.
MEG can be happy to announce the preliminary outcomes of the pro-rationing calculations to find out the type of consideration to be obtained by MEG Shareholders pursuant to the Cenovus Transaction. As beforehand introduced, the deadline to have made such an election was 4:30 pm (Calgary time) on November 5, 2025 (the “Election Deadline”).
Previous to the Election Deadline, MEG Shareholders had been entitled to elect to obtain: (i) $30.00 in money per MEG Share (“Money Consideration”); (ii) 1.255 Cenovus frequent shares (every complete share, a “Cenovus Share”) per MEG Share (“Share Consideration”); or (iii) a mixture thereof, in all instances, topic to rounding and proration based mostly on most combination Money Consideration of roughly $3.8 billion and most combination Share Consideration of roughly 159.6 million Cenovus Shares, as set out within the association settlement between MEG and Cenovus dated August 21, 2025, as amended by an amending settlement dated October 7, 2025 and as additional amended by an amending settlement dated October 26, 2025 (collectively, the “Association Settlement”). MEG Shareholders who didn’t make a sound election previous to the Election Deadline had been deemed to have elected to obtain Money Consideration with respect to 50% of their MEG Shares and Share Consideration with respect to 50% of their MEG Shares.
The preliminary outcomes of the pro-rationing to find out the type of consideration to be obtained by MEG Shareholders pursuant to the Cenovus Transaction based mostly on the utmost out there Money Consideration and Share Consideration and the elections obtained previous to the Election Deadline are as follows:
i. MEG Shareholders who elected to obtain Money Consideration in respect of all of their MEG Shares will obtain 100% of their whole consideration as Money Consideration;
ii. MEG Shareholders who elected to obtain Share Consideration in respect of all of their MEG Shares will obtain roughly 96% of their whole consideration as Share Consideration and 4% as Money Consideration; and
iii. MEG Shareholders who elected (or had been deemed to have elected) to obtain Money Consideration in respect of fifty% of their MEG Shares and Share Consideration in respect of fifty% of their MEG Shares will obtain roughly 52% of their whole consideration as Money Consideration and 48% as Share Consideration.
MEG Shareholders who elected to obtain a special proportion of Money Consideration and Share Consideration than what is about out above will obtain roughly 96% of their whole requested Share Consideration, with the steadiness of their consideration to be paid as Money Consideration.
The foregoing outcomes are preliminary solely, and the ultimate allocation of the Money Consideration and Share Consideration can be calculated in accordance with the plan of association, which is connected as Schedule “A” to the Association Settlement.
Ahead-Wanting Data
This press launch comprises forward-looking statements and forward-looking info throughout the that means of relevant securities legal guidelines (“forward-looking statements”). Phrases equivalent to “anticipate”, “could”, “will”, “preliminary”, “topic to”. and related expressions suggesting future occasions or future efficiency are meant to establish forward-looking statements. Extra significantly and with out limitation, this press launch comprises forward-looking statements and knowledge regarding: the completion of the Cenovus Transaction, together with the satisfaction of the closing situations, the anticipated time limit and different related statements; and the ultimate election outcomes, together with the proportion of Money Consideration and Share Consideration payable pursuant to the Cenovus Transaction and the type of consideration to be obtained by MEG Shareholders.
Since forward-looking statements and knowledge deal with future occasions and situations, by their very nature they contain inherent recognized and unknown dangers and uncertainties. Precise outcomes might differ materially from these presently anticipated as a consequence of a lot of dangers and uncertainties together with, with out limitation: the Cenovus Transaction might not be accomplished on the anticipated phrases and timing, or in any respect; the situations to closing the Cenovus Transaction might not be glad or waived; the ultimate election outcomes, together with the proportion of Money Consideration and Share Consideration payable pursuant to the Cenovus Transaction and the type of consideration to be obtained by MEG Shareholders, might not be considerably much like the preliminary outcomes; the impact or final result of litigation; the existence of any legal guidelines or materials adjustments thereto which will adversely have an effect on Cenovus or MEG or impression the completion of the Cenovus Transaction; potential opposed adjustments to enterprise prospects and alternatives ensuing from the announcement or completion of the Cenovus Transaction; and basic enterprise, market and financial situations.
These forward-looking statements and knowledge are based mostly on sure key expectations and assumptions made by MEG. Completion of the Cenovus Transaction is topic to a lot of situations that are typical for transactions of this nature. Assumptions have been made with respect to, amongst different issues: the satisfaction of all situations precedent in respect of the Cenovus Transaction; and the ultimate election outcomes, together with the proportion of Money Consideration and Share Consideration payable pursuant to the Cenovus Transaction and the type of consideration to be obtained by MEG Shareholders. Though MEG believes that the expectations and assumptions on which such forward-looking statements and knowledge are based mostly are cheap, undue reliance shouldn’t be positioned on the forward-looking statements and knowledge as MEG can not give any assurance that they’ll show to be appropriate. Accordingly, readers are cautioned that the precise outcomes achieved could fluctuate from the forward-looking info offered herein and that the variations could also be materials. Readers are additionally cautioned that the foregoing record of assumptions, dangers and elements will not be exhaustive.
Additional info concerning the assumptions and dangers inherent within the making of forward-looking statements and in respect of the Cenovus Transaction will be present in MEG’s different public disclosure paperwork which can be found by way of the Firm’s web site at http://www.megenergy.com/buyers and thru the SEDAR+ web site at www.sedarplus.ca.
The forward-looking info included on this information launch is expressly certified in its entirety by the foregoing cautionary statements. Except in any other case said, the forward-looking info included on this information launch is made as of the date of this information launch and MEG assumes no obligation to replace or revise any forward-looking info to mirror new occasions or circumstances, besides as required by regulation.
For additional info:
Shareholder Questions:
MEG Investor Relations, 403.767.0515, make investments@megenergy.com
Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers exterior North America, help@investor.sodali.com
Media Questions:
MEG Media Relations, 403.775.1131, media@megenergy.com
SOURCE MEG Vitality Corp.
View authentic content material to obtain multimedia: http://www.newswire.ca/en/releases/archive/November2025/12/c2142.html
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