MEG Announces Further Improvement to Cenovus Transaction

Executive Summary

• MEG Energy Corp. entered into a Second Amending Agreement with Cenovus Energy, raising the consideration for each MEG share to $30.00 (50% cash, 50% Cenovus shares).
• The improved terms represent a 47 % premium to the unaffected 20‑day VWAP and a $0.43 increase over the prior consideration.
• The Board unanimously recommends shareholders vote FOR the Improved Transaction; proxy deadline is Oct 29, 2025, meeting on Oct 30, 2025.

Key Details

• Improved Consideration: $30.00 per MEG share (≈ $15 cash + 0.6275 Cenovus shares).
• Maximum aggregate cash consideration: ~​$3.8 billion; maximum aggregate share consideration: ~​159.6 million Cenovus shares.
• Enterprise value of the combined entity on a fully prorated basis: ≈ $8.6 billion (including assumed debt).
• Voting support: Strathcona Resources holds 36.1 M MEG shares (≈ 14.2 %); with its support, MEG expects ~​79 % of votes FOR the improved deal (≈ 75 % after minority‑approval adjustments).
• Divestment by Cenovus: Concurrent sale of Vawn thermal heavy‑oil asset and undeveloped lands to Strathcona for $150 million ($75 M cash + up to $75 M contingent consideration); assets produce ~5,000 boe/d. Considered immaterial to Cenovus.
• Approval conditions: ≥ 66⅔ % shareholder approval (including Minority Approval Vote), Court of King's Bench consent, and customary closing conditions. Competition Act and HSR approvals already obtained.
• Minority Approval Vote: Required under MI 61‑101; Strathcona’s 14.2 % stake will be excluded from this vote. Expected ~​75 % support after exclusion.
• Proxy & Election deadlines: Proxy deadline – Oct 29, 2025 9:00 a.m. (Calgary); Revised election deadline – Oct 29, 2025 4:30 p.m. (Calgary).
• Shareholder options: Cash only, share only, or any combination; default election (if no response) is 50 % cash / 50 % shares.
• Documentation: Letter of Transmittal & Election Form available on MEG website and SEDAR+. Depositary – Computershare Investor Services Inc.

Notable Quotes

(No direct quotes were provided in the release.)