NuVista Energy Enters Into Agreement to be Acquired by Ovintiv

Executive Summary

• NuVista Energy entered a definitive arrangement agreement with Ovintiv to sell all outstanding NuVista shares for an aggregate purchase price of $18.00 per share (50% cash, 50% Ovintiv shares), valuing the transaction at ~C$3.8 billion (including net debt).
• The deal represents a 21 % premium to NuVista’s unaffected 20‑day VWAP as of September 19 2025 and is higher than any closing price in the past 15 years.
• Transaction to be completed via an Alberta plan of arrangement, subject to shareholder approval (≥66⅔ % of votes) at a special meeting expected in early Q1 2026 and required regulatory approvals.

Key Details

• Purchase Price: $18.00 per NuVista share
• Option A – Cash only: $18.00 cash per share
• Option B – Shares only: 0.344 Ovintiv common shares per NuVista share
• Option C – Combination of cash and shares (each capped at 50 % of total consideration)
• Total Transaction Value: Approximately C$3.8 billion (including assumption of NuVista net debt).
• Premium: 21 % over the unaffected 20‑day VWAP as of 19 Sept 2025; higher than any historical closing price in the last 15 years.
• Closing Timeline: Expected first‑quarter 2026, contingent on shareholder, court, and regulatory approvals (Competition Act, Investment Canada Act, stock exchange).
• Shareholder Ownership Post‑Deal: NuVista shareholders (excluding Ovintiv affiliates) will own ~10.6 % of Ovintiv’s outstanding shares after the transaction.
• Dividend Benefit: Owning Ovintiv shares provides an annualized dividend of US$1.20 per Ovintiv share (subject to Ovintiv board approval).
• Strategic Rationale: Provides NuVista shareholders liquidity and upside participation; combines Montney assets with Ovintiv’s Permian and other Montney holdings, creating synergies and scale for a pro‑forma enterprise value of ~US$25 billion.
• Board Recommendation: Unanimous recommendation to approve the transaction; directors and executive officers have entered voting agreements to support it.
• Financial Advisors: Peters & Co. Limited and RBC Capital Markets (financial advisors to NuVista); CIBC Capital Markets (strategic advisor).
• Fairness Opinion: Peters & Co. issued a verbal fairness opinion stating the purchase price is fair from a financial perspective for NuVista shareholders.
• Legal Counsel: Burnet, Duckworth & Palmer LLP and Vinson & Elkins L.L.P. (NuVista).

Notable Quotes

“We are very excited about this strategic transaction with Ovintiv and its unique opportunity for synergy realization that will maximize the value of NuVista’s top‑tier Montney acreage.” – Mike Lawford, President & CEO, NuVista

All forward‑looking statements are subject to risks and uncertainties detailed in the full press release.