Cenovus Energy to acquire MEG Energy for C$27.25 per share, or C$7.9B

Cenovus Energy (CVE) announced that it has entered into a definitive arrangement agreement to acquire MEG Energy in a cash and stock transaction valued at $7.9B, inclusive of assumed debt. Under the terms of the agreement, Cenovus will acquire all of the issued and outstanding common shares of MEG for C$27.25 per share, which will be paid 75% in cash and 25% in Cenovus common shares. Each MEG shareholder will have the option to elect to receive, for each MEG common share (i) C$27.25 in cash; or (ii) 1.325 Cenovus common shares, subject to pro-ration based on a maximum amount of C$5.2B in cash and a maximum of 84.3 million Cenovus common shares. On a fully pro-rated basis, the consideration per MEG common share represents approximately C$20.44 in cash and 0.33125 of a Cenovus common share. The transaction has been unanimously approved by the Board of Directors of both companies. Cenovus expects the acquisition to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval of the transaction by MEG shareholders. The transaction is not subject to any financing contingency.