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- Improved Cenovus Transaction entails consideration of $29.79 per MEG Share as of shut of market on October 10, 2025
- MEG has filed the Amending Settlement in reference to the Improved Cenovus Transaction
- The MEG Shareholder assembly has been postponed to Wednesday, October 22, 2025 at 9:00 a.m. (Calgary Time) to permit MEG Shareholders further time to deposit proxies and vote FOR the Improved Cenovus Transaction
- Improved Cenovus Transaction anticipated to shut on or about Monday, October 27, 2025
- For questions or help with voting or making elections, contact Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers outdoors North America , help@investor.sodali.com
All quantities in Canadian {dollars} except specified.
On October 8, 2025 MEG Power Corp. (TSX: MEG,OTC:MEGEF) (“MEG” or the “Firm”) introduced that it had entered into an amending settlement with Cenovus Power Inc. (TSX: CVE) (NYSE: CVE) (“Cenovus”) dated October 7, 2025 (the “Amending Settlement”) amending the association settlement (the “Association Settlement”) between MEG and Cenovus dated August 21, 2025 and the plan of association hooked up thereto (as amended, the “Improved Cenovus Transaction”).
The Amending Settlement, amongst different issues, will increase the consideration payable to holders (“MEG Shareholders”) of frequent shares of MEG (“MEG Shares”) to $29.79 per MEG Share primarily based on Cenovus’s closing share worth on October 10, 2025 , and will increase the share of share consideration initially set out within the Association Settlement. Topic to the satisfaction or waiver of the closing circumstances in respect of the Improved Cenovus Transaction, it’s anticipated that the Improved Cenovus Transaction will shut on or about Monday, October 27, 2025 .
The Amending Settlement has been filed on MEG’s SEDAR+ issuer profile at www.sedarplus.ca and can be obtainable on MEG’s web site at https://www.megenergy.com/buyers/shareholder-information/special-meeting-of-meg-shareholders/ .
Because of the Amending Settlement, MEG’s utility to the Courtroom of King’s Bench of Alberta (the “Courtroom”) for a ultimate order in respect of the Improved Cenovus Transaction has been set for Friday, October 24, 2025 at 2:00 p.m. (Calgary Time) (the “Ultimate Order Software”). MEG Shareholders and another events that want to attend the Ultimate Order Software should file with the Courtroom and serve upon MEG, c/o Burnet, Duckworth & Palmer LLP, consideration: Paul Chiswell , e-mail: pchiswell@bdplaw.com , a discover of intention to look on or earlier than 5:00 p.m. ( Calgary time) on Wednesday, October 15, 2025 , which discover should adjust to the directions set out within the Round (as outlined herein).
MEG Shareholder Elections Below the Improved Cenovus Transaction
For the good thing about registered MEG Shareholders who haven’t but made an election in respect of the consideration they want to obtain underneath the Improved Cenovus Transaction, or who want to change their election, MEG has delivered a revised Letter of Transmittal and Election Type to every registered MEG Shareholder which outlines the mandatory documentation and knowledge required to make such election or revise any beforehand made election. The revised Letter of Transmittal and Election Type reflecting the Improved Cenovus Transaction is to be used by registered MEG Shareholders solely and could be discovered at: https://www.megenergy.com/buyers/shareholder-information/special-meeting-of-meg-shareholders/ and on MEG’s SEDAR+ issuer profile at www.sedarplus.ca .
The Letter of Transmittal and Election Type is just for use by registered MEG Shareholders. These MEG Shareholders who maintain their MEG Shares by a dealer or different middleman and who haven’t but made an election or who want to change their election ought to contact their dealer or different nominee.
No additional motion is required by MEG Shareholders who’ve already accomplished and submitted a Letter of Transmittal and Election Type (within the case of registered holders) or have supplied directions to their dealer or different nominee (within the case of useful holders), except they want to change their election, together with the combo of money and share consideration elected.
Directions for MEG Shareholders with respect to depositing proxies or voting instruction varieties and submitting elections, in addition to the deadlines related therewith, have been detailed in MEG’s October 8, 2025 information launch. For questions or help with voting or making elections, MEG Shareholders can contact Sodali & Co. at 1-888-999-2785 or 1.289.695.3075 for banks, brokers, and callers outdoors North America , or help@investor.sodali.com
Up to date Assembly Particulars
The MEG Board Unanimously Recommends MEG Shareholders vote FOR the Improved Cenovus Transaction
MEG Shareholders will vote on the Improved Cenovus Transaction on the particular assembly of MEG Shareholders (the “Assembly”) which has been postponed to Wednesday, October 22, 2025 at 9:00 a.m. (Calgary Time) at Brookfield Place, 225 – sixth Avenue S.W., Suite 1400, Calgary, Alberta or by a dwell audio webcast accessible at https://conferences.lumiconnect.com/400-560-917-636 . The password for the dwell audio webcast of the Assembly is “meg2025”, case-sensitive.
Registered MEG Shareholders have the fitting to dissent with respect to the Improved Cenovus Transaction and to be paid by MEG the honest worth of their MEG Shares in accordance with the provisions of Part 191 of the Enterprise Companies Act ( Alberta ), as modified by the interim order of the Courtroom granted September 9, 2025 (the “Interim Order”) and the plan of association, as amended by the Amending Settlement. Any dissent notices have to be obtained by MEG, c/o Burnet, Duckworth & Palmer LLP, consideration: Paul Chiswell , e-mail: pchiswell@bdplaw.com by 5:00 p.m. (Calgary Time) on Wednesday, October 15, 2025 . MEG Shareholders ought to evaluate the Round for extra info with respect to their rights of dissent and methods to train such dissent rights.
Info Round
MEG filed an info round (“Round”) on September 12, 2025 , offering additional particulars on the election course of and the upcoming Assembly.
Because of the phrases of the Improved Cenovus Transaction, sure info supplied in Appendix H to the Round with respect to Cenovus’s professional forma consolidated capitalization has modified. Below the phrases of the Improved Cenovus Transaction, it’s anticipated that whole internet capitalization, as at June 30, 2025 and adjusted on a professional forma foundation to present impact to the Improved Cenovus Transaction, shall be $42,458 million . The entire professional forma capitalization desk for Cenovus, and the notes thereto, up to date to account for the phrases of the Amending Settlement is supplied on the finish of this information launch underneath the heading ” Professional Forma Consolidated Capitalization of Cenovus “.
MEG Shareholders are inspired to evaluate the Round. Copies of the Round, the revised Letter of Transmittal and Election Type, the Amending Settlement, and extra info on the Assembly could be discovered at: https://www.megenergy.com/buyers/shareholder-information/special-meeting-of-meg-shareholders/ .
The knowledge supplied herein is supplemental to the data contained within the Round and is being disseminated to MEG Shareholders in accordance with the phrases of the Interim Order, a duplicate of which is appended to the Round as Appendix C.
Professional Forma Consolidated Capitalization
The next desk units forth the consolidated capitalization of Cenovus as at June 30, 2025 , earlier than and after being adjusted on a professional forma foundation to present impact to: (i) the Improved Cenovus Transaction; (ii) borrowing underneath the Bridge Facility (as outlined under); (iii) borrowing underneath the Time period Facility (as outlined under) in reference to the Improved Cenovus Transaction; and (iv) the idea of MEG’s debt pursuant to the Improved Cenovus Transaction. The next desk ought to be learn at the side of the Cenovus’s interim unaudited monetary statements as at and for the three and 6 months ended June 30, 2025 and the associated administration’s dialogue and evaluation, every of which is on the market on Cenovus’s SEDAR+ issuer profile at www.sedarplus.ca .
|
June 30, 2025 |
||
|
(C$ thousands and thousands, besides share quantities) |
Precise |
Adjusted (1) |
|
Money & Money Equivalents |
2,563 |
2,758 |
|
Brief-Time period Borrowings |
||
|
Uncommitted Demand Amenities (2) |
– |
– |
|
WRB Uncommitted Demand Amenities (3) |
256 |
256 |
|
Bridge Facility (4) |
– |
1,100 |
|
Whole Brief-Time period Debt |
256 |
1,356 |
|
Lengthy-Time period Debt |
||
|
Dedicated Credit score Facility (5) |
– |
– |
|
U.S. Greenback Denominated Unsecured Notes (6) |
5,187 |
6,006 |
|
Canadian Greenback Unsecured Notes |
2,000 |
2,000 |
|
Time period Facility (7) |
– |
2,700 |
|
Debt Premiums (Reductions), Internet and Transaction Prices |
54 |
51 |
|
Whole Lengthy-Time period Debt |
7,241 |
10,757 |
|
Shareholders’ Fairness |
||
|
Cenovus Shares (8) |
15,465 (1,805,941,925 Cenovus Shares) |
19,265 (1,963,656,307 Cenovus Shares) |
|
Cenovus most popular shares (9) |
113 (12,000,000 Cenovus most popular shares) |
113 (12,000,000 Cenovus most popular shares) |
|
Widespread share buy warrants (“Cenovus Warrants”) (10) |
11 (3,214,595 Cenovus Warrants) |
11 (3,214,595 Cenovus Warrants) |
|
Paid in Surplus |
646 |
646 |
|
Retained Earnings |
11,522 |
11,423 (11) |
|
Gathered Different Complete Revenue |
1,645 |
1,645 |
|
Whole Shareholders’ Fairness |
29,402 |
33,103 |
|
Whole Internet Capitalization |
34,336 |
42,458 |
|
Notes: |
|
|
(1) |
After giving impact to: (i) the issuance of the utmost variety of frequent shares within the capital of Cenovus (“Cenovus Shares”) issuable underneath the Amending Settlement being 157,714,382 Cenovus Shares and the money most underneath the Amending Settlement of $3,752,076,016.25 paid to former MEG Shareholders pursuant to the Improved Cenovus Transaction, assuming that there are not any registered MEG Shareholders who validly train their dissent rights; (ii) a drawdown of: (A) $1.1 billion on the Bridge Facility; and (B) $2.7 billion on the Time period Facility, in every case to fund the Money Consideration (as outlined within the Round); and (iii) the idea of MEG’s debt pursuant to the Improved Cenovus Transaction, together with MEG’s excellent 5.875% senior notes due 2029 (the “MEG Notes”) and $195 million of money readily available. |
|
(2) |
As at June 30, 2025, Cenovus had uncommitted demand amenities of $1.7 billion in place, of which $1.4 billion could also be drawn for common functions, or the complete quantity could also be obtainable to concern letters of credit score. As at June 30, 2025, there have been excellent letters of credit score aggregating to $363 million and no direct borrowings. |
|
(3) |
Cenovus had a 50% proportionate share within the uncommitted demand amenities of US$450 million obtained by WRB Refining LP to cowl short-term working capital necessities. As at June 30, 2025, US$376 million was drawn on these amenities, of which Cenovus’s proportionate share was US$188 million ($256 million). On September 9, 2025, Cenovus introduced that it had entered right into a definitive settlement for the sale, not directly by wholly-owned subsidiaries, of its 50% curiosity in WRB Refining LP to its three way partnership accomplice Phillips 66 (the “Asset Disposition”), for mixture gross proceeds to Cenovus of US$1.4 billion in money, or roughly $1.8 billion (together with closing changes). Proceeds from the Asset Disposition have been obtained on October 1, 2025, following which Cenovus has no additional obligations with respect to such amenities. |
|
(4) |
Pursuant to the Debt Dedication Letter (as outlined within the Round), amongst different issues, the Preliminary Lenders (as outlined under) dedicated to offer a 364 day non-revolving bridge credit score facility within the mixture principal quantity of $2.5 billion (the “Bridge Facility”). In lieu of drawing on the Bridge Facility, in complete or partially, Cenovus might (amongst different issues) select to concern further securities previous to the closing of the Improved Cenovus Transaction, together with senior unsecured debt securities of assorted tenures in a principal quantity equal to the redemption worth of the MEG Notes and the quantity of the Money Consideration which is in extra of the quantity of the Time period Facility. The web proceeds from the issuance of such further securities would commensurately scale back the commitments of the Preliminary Lenders underneath the Bridge Facility and end in decrease or no borrowings, underneath the Bridge Facility. The commitments of the Preliminary Lenders underneath the Bridge Facility may be decreased by the online proceeds obtained by Cenovus from one other Financing (as outlined within the Round), together with a Debt Challenge (as outlined within the Round), from asset gross sales (together with the Asset Disposition) or different disposition of property, or from current credit score amenities. |
|
(5) |
As at June 30, 2025, Cenovus had in place a dedicated credit score facility that consists of a $2.2 billion tranche maturing on June 26, 2027, and a $3.3 billion tranche maturing on June 26, 2028. As at June 30, 2025, no quantity was drawn on both tranche of the credit score facility. |
|
(6) |
All United States greenback denominated debt, together with the MEG Notes, has been transformed to Canadian {dollars} utilizing the every day common alternate charge for Canadian {dollars} per United States greenback, as reported by the Financial institution of Canada on June 30, 2025 of $1.3643 per U.S.$1.00. Upon maturity on July 15, 2025, Cenovus repaid its 5.38% unsecured notes with a principal of US$133 million, in full. |
|
(7) |
On August 21, 2025, Cenovus entered into the Debt Dedication Letter with Canadian Imperial Financial institution of Commerce and JPMorgan Chase Financial institution, N.A., Toronto, Department, as Joint E book Runners, Co-Lead Arrangers and as lenders (the “Preliminary Lenders”), and Canadian Imperial Financial institution of Commerce, as administrative agent for the lenders. Pursuant to the Debt Dedication Letter, amongst different issues, the Preliminary Lenders dedicated to offer a non-revolving time period credit score facility within the mixture principal quantity of as much as $2.7 billion (the “Time period Facility”), due February 28, 2029. The proceeds of the Time period Facility are anticipated for use to pay a portion of the Money Consideration (as outlined within the Round) and associated transaction bills. Assuming completion of the Improved Cenovus Transaction and the Money Most (as outlined within the Round) being $3,752,076,016.25 paid to former MEG Shareholders pursuant to the Improved Cenovus Transaction, Cenovus expects to attract down $2.7 billion on the Time period Facility. |
|
(8) |
As of the date of the Association Settlement, there have been 1,792,772,134 Cenovus Shares issued and excellent. From the date of the Association Settlement to October 7, 2025, Cenovus repurchased for cancellation 28,604,463 Cenovus Shares underneath its regular course issuer bid program. As of October 7, 2025, there have been 1,764,390,071 Cenovus Shares issued and excellent. Cenovus has an worker profit plan belief and thru an impartial trustee, acquires Cenovus Shares on the open market, that are held to fulfill Cenovus’s obligations underneath sure stock-based compensation plans. As at June 30, 2025, the Cenovus Share quantity of $15.5 billion considers the discount of the weighted common carrying worth of Cenovus Shares bought within the worker profit plan belief of roughly $34 million. This represents roughly 1,779,000 Cenovus Shares. |
|
(9) |
As of the date of the Association Settlement, there have been 10,739,654 sequence 1 first most popular shares within the capital of Cenovus and 1,260,346 sequence 2 first most popular shares within the capital of Cenovus issued and excellent. As of October 7, 2025, there have been 10,739,654 sequence 1 first most popular shares within the capital of Cenovus and 1,260,346 sequence 2 first most popular shares within the capital of Cenovus issued and excellent. |
|
(10) |
As of the date of the Association Settlement, there have been 3,206,395 Cenovus Warrants excellent. As of October 7, 2025, there have been 2,901,660 Cenovus Warrants excellent. The train worth of the Cenovus Warrants is $6.54 per Cenovus Share. The Cenovus Warrants expire on January 1, 2026. |
|
(11) |
Consists of the estimated influence of prices related to the Improved Cenovus Transaction. |
Advisors
BMO Capital Markets and Burnet, Duckworth & Palmer LLP are performing as monetary advisor and authorized counsel, respectively, to the Firm. RBC Capital Markets and Norton Rose Fulbright Canada LLP are performing as monetary advisor and authorized counsel, respectively, to the Particular Committee of MEG’s Board of Administrators.
Ahead-Trying Info
Sure statements contained on this information launch might include forward-looking statements and forward-looking info (collectively, “forward-looking info”) throughout the which means of relevant Canadian securities legal guidelines. All statements apart from statements of historic reality could also be forward-looking statements. Ahead-looking info is continuously characterised by phrases equivalent to “will”, “anticipate”, “anticipate”, “topic to” and different related phrases or statements that sure occasions or circumstances “seemingly”, “might”, “ought to”, “would”, “would possibly” or “may” happen. Ahead-looking info is usually, however not at all times, recognized by such phrases. Ahead-looking info entails identified and unknown dangers, uncertainties and different components which will trigger precise outcomes or occasions to vary materially from these anticipated in such forward-looking statements, lots of that are past MEG’s management. MEG believes the expectations mirrored within the forward-looking info are cheap however no assurance could be provided that these expectations will show to be appropriate and such forward-looking info included on this information launch shouldn’t be unduly relied upon.
Particular forward-looking info contained on this information launch consists of, amongst others, statements pertaining to the next: the completion of the Improved Cenovus Transaction, together with the anticipated timing thereof and the satisfaction of the closing circumstances underneath the Association Settlement, as amended by the Amending Settlement; the timing of the Ultimate Order Software; the timing and placement of the Assembly; Cenovus’s professional forma consolidated capitalization; and different related statements.
Ahead-looking info is predicated on, amongst different issues, MEG’s expectations concerning its future, development, outcomes of operations, manufacturing, future capital and different expenditures (together with the quantity, nature and sources of funding thereof), aggressive benefits, plans for and outcomes of drilling exercise, environmental issues, enterprise prospects and alternatives. Such forward-looking info displays MEG’s present beliefs and assumptions and is predicated on info at the moment obtainable to it.
With respect to forward-looking info contained on this information launch, assumptions have been made concerning, amongst different issues: the satisfaction of the closing circumstances in respect of the Improved Cenovus Transaction; the approval of the Improved Cenovus Transaction on the Assembly and the completion of the Improved Cenovus Transaction on anticipated phrases and timing, or in any respect; MEG’s standalone marketing strategy; the long run Cenovus Share worth and the liquidity of the Cenovus Shares; that actions by third events don’t delay or in any other case adversely have an effect on completion of the Improved Cenovus Transaction; future crude oil, bitumen mix, pure gasoline, electrical energy, condensate and different diluent costs; that tariffs at the moment in impact will stay the identical; the mixed firm’s skill to acquire certified workers and gear in a well timed and cost-efficient method; international alternate charges and rates of interest; the applicability of applied sciences for the restoration and manufacturing of reserves and contingent sources; the recoverability of reserves and contingent sources; the flexibility to provide and market manufacturing of bitumen mix efficiently to prospects; MEG’s skill to keep up its dividend and capital packages; future manufacturing ranges and SOR; future capital and different expenditures; working prices; anticipated sources of funding for operations and capital investments; the regulatory framework governing royalties, land use, taxes and environmental issues, together with federal and provincial local weather change insurance policies, within the jurisdictions through which MEG and Cenovus conduct and can conduct their enterprise; future debt ranges; geological and engineering estimates in respect of reserves and contingent sources; the geography of the areas through which MEG is conducting exploration and improvement actions; the influence of accelerating competitors; the flexibility to acquire financing on acceptable phrases; and enterprise prospects and alternatives. Lots of the foregoing assumptions are topic to vary and are past MEG’s management.
A few of the dangers that might have an effect on MEG’s future outcomes and will trigger precise outcomes to vary materially from these expressed within the forward-looking info embrace: the danger that the Improved Cenovus Transaction could also be assorted, accelerated or terminated in sure circumstances; dangers regarding the end result of the Improved Cenovus Transaction, together with the dangers related to approval on the Assembly; the danger that Cenovus might not receive required regulatory approval in a well timed style or in any respect; the danger that the closing circumstances underneath the Improved Cenovus Transaction will not be glad, or to the extent permitted, waived; the influence of any current competing bids or from any further provides for MEG securities which will come up after the date hereof; the danger that working outcomes will differ from what’s at the moment anticipated; MEG’s standing and stage of improvement; the focus of MEG’s manufacturing in a single challenge; the vast majority of MEG’s whole reserves and contingent sources are non-producing and/or undeveloped; the uncertainty of reserve and useful resource estimates; long-term reliance on third events; the impact or final result of litigation; the impact of any diluent provide constraints and will increase in the fee thereof; the potential delays of and prices of overruns on tasks and future expansions of MEG’s belongings; operational hazards; competitors for, amongst different issues, capital, the acquisition of reserves and sources, pipeline capability and expert personnel; dangers inherent within the bitumen restoration course of; modifications to royalty regimes; the failure of MEG to fulfill particular necessities in respect of its oil sands leases; claims made by Indigenous peoples; unexpected title defects and modifications to the mineral tenure framework; dangers arising from future acquisition actions; sufficiency of funds; fluctuations in market costs for crude oil, pure gasoline, electrical energy and bitumen mix; future sources of insurance coverage for MEG’s property and operations; public well being crises, much like the COVID-19 pandemic, together with weak spot and volatility of crude oil and different petroleum merchandise costs from decreased international demand ensuing from public well being crises; threat of conflict (together with the conflicts between Russia and Ukraine and Israel , Hamas and Iran ); common financial, market and enterprise circumstances; volatility of commodity inputs; variations in international alternate charges and rates of interest; hedging methods; nationwide or international monetary disaster; environmental dangers and hazards, together with pure hazards equivalent to regional wildfires, and the price of compliance with environmental laws and rules, together with greenhouse gasoline rules, potential local weather change laws and potential land use rules; enacted and proposed export and import restrictions, together with however not restricted to tariffs, export taxes or curtailment on exports; failure to precisely estimate abandonment and reclamation prices; the necessity to receive regulatory approvals and keep compliance with regulatory necessities; the extent of, and value of compliance with, legal guidelines and rules and the impact of modifications in such legal guidelines and rules on occasion together with modifications which may prohibit MEG’s skill to entry international capital; failure to acquire or retain key personnel; potential conflicts of curiosity; modifications to tax legal guidelines (together with with out limitation, a possible United States border adjustment tax) and authorities incentive packages; the potential for administration estimates and assumptions to be inaccurate; dangers related to establishing and sustaining techniques of inner controls; dangers related to the tariffs imposed on the import and export of commodities and the chance that such tariffs might change; political dangers and terrorist assaults; dangers related to downgrades within the credit score rankings for MEG’s securities; cybersecurity errors, omissions or failures; restrictions contained in MEG’s credit score amenities, different agreements regarding indebtedness and any future indebtedness; any requirement to incur further indebtedness; MEG defaulting on its obligations underneath its indebtedness; and the shortcoming of MEG to generate money to service its indebtedness.
The foregoing record of dangers, uncertainties and components will not be exhaustive. The impact of anyone threat, uncertainty or issue on specific forward-looking info will not be determinable with certainty as these components are impartial, and administration’s future plan of action would rely upon an evaluation of all obtainable info at the moment. Though, primarily based on info obtainable to MEG on the date of this information launch, MEG believes that the expectations in and assumptions utilized in such forward-looking info are cheap, MEG provides no assurances as to future outcomes, ranges of exercise or achievements and can’t make assurances that precise outcomes shall be per such forward-looking info. Accordingly, readers are cautioned that the precise outcomes achieved might fluctuate from the forward-looking info supplied herein and that the variations could also be materials. Readers are additionally cautioned that the foregoing record of assumptions, dangers and components will not be exhaustive.
Additional info concerning the assumptions and dangers inherent within the making of forward-looking statements and in respect of the Improved Cenovus Transaction could be discovered underneath the heading “Threat Elements” in MEG’s annual info kind dated February 27, 2025 for the 12 months ended December 31, 2024 and underneath the heading “Ahead-Trying Statements” within the Round, together with MEG’s different public disclosure paperwork which can be found by 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 relevant Canadian securities legal guidelines. As a result of dangers, uncertainties and assumptions inherent in forward-looking info, readers shouldn’t place undue reliance on this forward-looking info.
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 outdoors North America , help@investor.sodali.com
Media Questions:
MEG Media Relations, 403.775.1131, media@megenergy.com
SOURCE MEG Power Corp.
View unique content material to obtain multimedia: http://www.newswire.ca/en/releases/archive/October2025/10/c6462.html
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