NuVista Energy Enters Into Agreement to be Acquired by Ovintiv

Executive Summary

• NuVista Energy entered into a definitive arrangement agreement with Ovintiv to sell all outstanding NuVista shares not already owned by Ovintiv, in a cash‑and‑share transaction valued at ~C$3.8 billion (including net debt).
• Shareholders may receive $18.00 per share in cash, 0.344 Ovintov common shares, or a combination thereof—each component capped at 50% of total consideration, representing a 21% premium to the unaffected 20‑day VWAP as of 19 Sept 2025.
• The transaction will be effected via an Alberta plan of arrangement, subject to shareholder approval (≥66⅔% votes) and regulatory clearances, with expected closing in Q1 2026.

Key Details

• Purchase Price: $18.00 per NuVista share (21% premium to unaffected 20‑day VWAP).
• Consideration Mix: Up to 50% cash, up to 50% Ovintiv shares; option for pure cash, pure Ovintiv shares, or pro‑rated combination.
• Ovintiv Share Ratio: 0.344 Ovintiv common shares per NuVista share (if elected).
• Pro Forma Ownership: Post‑transaction, NuVista shareholders (excluding Ovintiv affiliates) would own ~10.6% of Ovintiv’s outstanding shares.
• Enterprise Value: Approx. $25 billion pro forma for the combined entity.
• Closing Timeline: Expected Q1 2026, contingent on shareholder vote at a special meeting (early Q1 2026) and standard court, regulatory, and stock‑exchange approvals.
• Board Recommendation: NuVista Board unanimously recommends shareholders approve the transaction; fairness opinion from Peters & Co. deems the price fair to NuVista shareholders.
• Financial Advisors: Peters & Co. Limited and RBC Capital Markets (financial); CIBC Capital Markets (strategic).
• Legal Counsel: Burnet, Duckworth & Palmer LLP; Vinson & Elkins L.L.P.
• Synergy Highlights: Access to Ovintiv’s Permian Basin assets; enhanced scale and liquidity for NuVista shareholders; exposure to Ovintiv’s dividend ($1.20 per share) and potential buy‑backs.
• Conditions to Closing: Shareholder approval (≥66⅔% votes), court sanction, Competition Act & Investment Canada Act approvals, and other customary closing conditions.
• Voting Agreements: All NuVista directors and executive officers have entered voting agreements with Ovintiv to support the transaction.

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 Energy Ltd.

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