NuVista and Ovintiv Announce NuVista Shareholder Approval and Receipt of Final Order for Transaction with Ovintiv and Preliminary Results of Elections by NuVista Shareholders Regarding Form of Consideration

Executive Summary

• NuVista Energy shareholders approved the proposed plan of arrangement with Ovintiv by ~99% at a special meeting.
• The Court of King's Bench of Alberta issued a Final Order, clearing the transaction pending Investment Canada Act approval.
• Preliminary election results show how shareholders have chosen cash versus Ovintiv share consideration, influencing the final allocation of up to C$1.57 billion in cash and ~30.1 million Ovintiv shares.

Key Details

• Transaction Approval: Special resolution approving the NuVista‑Ovintiv arrangement passed with approximately 99% of votes cast.
• Court Order: Alberta Court of King's Bench granted a Final Order confirming the transaction, subject to customary closing conditions and Investment Canada Act approval.
• Consideration Options for Shareholders:
• Cash: C$18.00 per NuVista share (maximum aggregate cash ≈ C$1.57 billion).
• Ovintiv Shares: 0.344 Ovintiv shares per NuVista share (maximum aggregate ≈ 30.1 million shares).
• Combination of cash and shares, with rounding/proration rules.
• Pre‑Election Deadline (Jan 21, 2026) Results – Preliminary:
• Shareholders electing 100% cash will receive full consideration in cash.
• Shareholders electing 100% Ovintiv shares will receive ~58% of total value in shares and ~42% in cash.
• Shareholders with no election or a 50/50 split will receive ~71% cash and ~29% shares.
• Default Election Rule: Those who missed the deadline are deemed to have elected a 50% cash / 50% share split.
• Final Allocation: To be calculated per the arrangement agreement dated Nov 4, 2025 (as amended).
• Closing Timeline: Transaction expected to close shortly after Investment Canada Act approval and satisfaction/waiver of other customary conditions.

Notable Quotes

(No direct quotes were provided in the release.)