NuVista shareholders approve Ovintiv deal

Executive Summary

• NuVista Energy shareholders approved the previously announced plan of arrangement with Ovintiv by approximately 99% of votes cast.
• The Court of King's Bench of Alberta granted the final order for the transaction, which is expected to close shortly after receiving approval under the Investment Canada Act.
• Preliminary results of shareholder elections regarding the form of consideration were released, detailing the split between cash and share consideration based on shareholder choices.

Key Details

• Shareholder Approval: The special resolution approving the transaction was approved by approximately 99% of the votes cast by NuVista shareholders present in person or represented by proxy.
• Regulatory Status: The Court of King's Bench of Alberta granted the final order. The transaction is subject to customary closing conditions and is expected to close shortly after receipt of approval under the Investment Canada Act.
• Consideration Election Deadline: The deadline for NuVista shareholders to elect their form of consideration was 4:30 p.m. (Calgary time) on Jan. 21, 2026.
• Available Consideration Options:
  • (i) $18.00 in cash per NuVista share.
  • (ii) 0.344 of a share in the common stock of Ovintiv per NuVista share.
  • (iii) A combination of cash and share consideration, subject to rounding and proration based on a maximum aggregate cash consideration of approximately $1.57-billion and a maximum aggregate share consideration of approximately 30.1 million Ovintiv shares.
• Default Election: Shareholders who did not make a valid election were deemed to have elected to receive cash consideration for 50% of their shares and share consideration for 50% of their shares.
• Preliminary Election Results:
  • 100% Cash Electors: Shareholders electing 100% cash receive 100% of their total consideration as cash.
  • 100% Share Electors: Shareholders electing 100% shares receive approximately 58% of their total consideration as share consideration and approximately 42% as cash consideration.
  • Default/50-50 Electors: Shareholders who did not elect or elected 50% cash/50% share receive approximately 71% of their total consideration as cash and approximately 29% as share consideration.
• Final Allocation: The final allocation of cash and share consideration will be calculated in accordance with the arrangement agreement dated Nov. 4, 2025, as amended.

Notable Quotes

• "NuVista and Ovintiv are also pleased to announce preliminary results of the elections made by NuVista shareholders regarding the form of consideration they wish to receive in connection with the transaction."