MEG Energy files amending agreement with Cenovus

Executive Summary

• MEG Energy Corp. filed an amending agreement with Cenovus Energy that raises the cash consideration to C$29.79 per share and increases the percentage of share consideration.
• The amended transaction is now expected to close on or about Monday, Oct. 27, 2025, with a court hearing set for Oct. 24, 2025 and a shareholder special meeting postponed to Oct. 22, 2025.
• Pro‑forma net capitalization of the combined entity is projected at C$42,458 million after accounting for the amended terms, bridge and term facility borrowings, and debt assumption.

Key Details

• Amending Agreement: Executed Oct. 7, 2025; filed on MEG’s SEDAR+ profile.
• Consideration Increase: Cash component raised to C$29.79 per MEG share (based on Cenovus closing price on Oct. 10, 2025). Share consideration percentage also increased.
• Closing Timeline: Anticipated close Oct. 27, 2025, subject to satisfaction/waiver of conditions.
• Court Application: Final order application scheduled for Fri., Oct. 24, 2025 (2 p.m. Calgary time). Shareholders wishing to appear must file notice by Wed., Oct. 15, 2025 (5 p.m.).
• Shareholder Elections: Revised transmittal letter and election form issued; shareholders may change their cash‑share mix election. Instructions provided for registered holders and broker‑held shares.
• Special Meeting: Postponed to Wed., Oct. 22, 2025 (9 a.m. Calgary time) at Brookfield Place or via live webcast (password: meg2025). Board unanimously recommends voting in favor of the transaction.
• Dissent Rights: Shareholders may dissent and receive fair value per Alberta Business Corporations Act; dissent notices due by Oct. 15, 2025 (5 p.m.).
• Information Circular: Filed Sept. 12, 2025; updated pro‑forma capitalization reflects amended terms, bridge facility borrowing, term facility borrowing, and assumption of MEG debt.
• Pro‑Forma Net Capitalization: Projected C$42,458 million as at June 30, 2025 (adjusted for the improved transaction).
• Advisers:
• MEG – BMO Capital Markets (financial adviser) & Burnet, Duckworth & Palmer (legal counsel).
• Special Committee – RBC Capital Markets (financial adviser) & Norton Rose Fulbright Canada LLP (legal counsel).

Notable Quotes

(No direct quotes were provided in the release.)