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 share‑consideration component of the arrangement.
• The amended transaction is expected to close on or about Monday, Oct. 27, 2025, subject to customary closing conditions.
• A special shareholders’ meeting to approve the improved transaction has been rescheduled for Wednesday, Oct. 22, 2025; shareholders must submit election forms or dissent notices by Oct. 15, 2025.

Key Details

• The amending agreement (dated Oct. 7, 2025) modifies the original arrangement agreement dated Aug. 21, 2025.
• Consideration to MEG common‑shareholders: C$29.79 per share based on Cenovus’s closing price on Oct. 10, 2025, plus an increased percentage of share consideration.
• Anticipated closing date of the improved transaction: Oct. 27, 2025 (or thereabouts), pending satisfaction or waiver of closing conditions.
• Court application for a final order on the transaction is set for Fri., Oct. 24, 2025; interested parties must file notice of intention to appear by Wed., Oct. 15, 2025, 5 p.m. Calgary time.
• Revised shareholder election materials (letter of transmittal and election form) have been distributed; they are available on MEG’s website and SEDAR+ profile.
• Shareholders who hold shares through brokers must coordinate elections with their intermediaries; no further action required for those already submitted unless changing the election.
• Special shareholders’ meeting to vote on the transaction: Wed., Oct. 22, 2025, 9 a.m. Calgary time, at Brookfield Place (Calgary) or via live audio webcast (password: meg2025).
• Dissent rights: shareholders may submit dissent notices to Burnet, Duckworth & Palmer LLP by Oct. 15, 2025, 5 p.m. Calgary time.
• Updated pro‑forma consolidated capitalization of Cenovus (post‑transaction) is projected at C$42,458 million as of June 30, 2025, reflecting the improved transaction, bridge and term facility borrowings, and assumption of MEG debt.
• Information circular filed on Sept. 12, 2025; amended details—including Appendix H (pro‑forma cap table) and Appendix C (interim court order)—are incorporated in this release.
• Advisers: BMO Capital Markets & Burnet, Duckworth & Palmer LLP for MEG; RBC Capital Markets & Norton Rose Fulbright Canada LLP for the special committee.

Notable Quotes

(No direct quotes were provided in the release.)