MEG Announces Filing of Amending Agreement and Additional Key Dates for the Improved Cenovus Transaction

Executive Summary

• MEG Energy filed an Amending Agreement that raises the cash consideration for shareholders to C$29.79 per share and increases the percentage of share consideration in the Improved Cenovus Transaction.
• The special shareholder meeting has been postponed to October 22, 2025, with voting scheduled for approval of the amended transaction; the deal is now expected to close on or about October 27, 2025.
• Pro‑forma net capitalization of Cenovus after the transaction is projected at C$42.458 billion, reflecting new debt facilities (Bridge Facility $1.1 bn, Term Facility $2.7 bn) and the assumption of MEG’s existing debt.

Key Details

• Amending Agreement Highlights
• Increases cash consideration to C$29.79 per MEG share based on Cenovus closing price on Oct 10, 2025.

• Raises the overall percentage of share consideration versus the original Arrangement Agreement.

• Transaction Timeline

• Special meeting of shareholders postponed to Wednesday, Oct 22, 2025 at 9:00 a.m. (Calgary Time) – live webcast available.
• Final Order Application before the Court of King's Bench scheduled for Friday, Oct 24, 2025 at 2:00 p.m.

• Anticipated closing of the Improved Cenovus Transaction on or about Monday, Oct 27, 2025.

• Shareholder Actions

• Revised Letter of Transmittal and Election Form issued for shareholders to elect cash vs. share consideration or modify prior elections.

• Deadline to submit dissent notices: Wednesday, Oct 15, 2025 by 5:00 p.m. (Calgary Time).

• Pro Forma Consolidated Capitalization of Cenovus (post‑transaction)

• Total net capitalization: C$42.458 bn (up from C$34.336 bn).
• Debt increases: Bridge Facility C$1.1 bn, Term Facility C$2.7 bn, total long‑term debt C$10.757 bn.

• Shareholder equity rises to C$33.103 bn (including additional Cenovus shares issued under the amendment).

• Financing Structure Supporting Cash Consideration

• Bridge Facility: non‑revolving, up to C$2.5 bn, with drawdown of C$1.1 bn anticipated.

• Term Facility: committed credit facility up to C$2.7 bn, expected full drawdown for cash consideration and transaction costs.

• Assumption of MEG Debt

• Cenovus will assume MEG’s outstanding senior notes (5.875% due 2029) and C$195 m cash on hand.

• Advisors

• Financial advisors: BMO Capital Markets (MEG), RBC Capital Markets (Special Committee).
• Legal counsel: Burnet, Duckworth & Palmer LLP (MEG), Norton Rose Fulbright Canada LLP (Special Committee).

Notable Quotes

(No direct quotes were provided in the release.)