13:05:37 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



Suncor Energy Inc
Symbol SU
Shares Issued 1,446,013,653
Close 2016-02-05 C$ 31.88
Market Cap C$ 46,098,915,258
Recent Sedar Documents

Suncor extends takeover offer for Cdn Oil to Feb. 22

2016-02-05 20:45 ET - News Release

Also News Release (C-COS) Canadian Oil Sands Ltd

Mr. Steve Williams of Suncor reports

SUNCOR ENERGY ANNOUNCES SUCCESSFUL ACQUISITION OF 72.9% OF CANADIAN OIL SANDS SHARES

Approximately 72.9 per cent of Canadian Oil Sands Ltd.'s shares, equating to 353,307,264 common shares and accompanying rights, have been tendered to Suncor Energy Inc.'s offer.

Suncor will take up all tendered shares, and those shares will be paid for in accordance with the terms of the offer, initially made Oct. 5, 2015, and most recently amended Jan. 22, 2016. All shares tendered were held by independent shareholders as such term is defined by the Canadian Oil Sands shareholder rights plan dated Dec. 31, 2010, as amended April 30, 2013.

"We're pleased with the strong level of support from COS shareholders," said Steve Williams, president and chief executive officer. "From the outset, we've spoken about the excellent value this offer creates for both COS and Suncor shareholders, and I'm looking forward to delivering on that commitment."

In accordance with the permitted-bid requirements of the Canadian Oil Sands rights plan and the terms of the offer, Suncor has extended its offer to Feb. 22, 2016, at 5 p.m. MT (7 p.m. ET) so that Canadian Oil Sands shareholders who have not yet tendered their shares can do so. Further extensions beyond Feb. 22, 2016, are not anticipated.

Canadian Oil Sands shareholders who tendered to the offer will receive 0.28 of a common share of Suncor for each share, which will be paid in accordance with the terms of the offer. Based on the closing trading price of Suncor's common shares on the Toronto Stock Exchange on Feb. 5, 2016, the offer represents an implied acquisition price of $8.93 per share.

Shareholders who have tendered their shares by Feb. 22, 2016, provided they continue to hold Suncor common shares on the record date, will be entitled to receive Suncor's dividend of 29 cents per share on its common shares payable March 25, 2016, to Suncor shareholders of record on March 4, 2016.

Shareholders who do not tender by the new expiry date and whose shares are ultimately exchanged for Suncor common shares will not be entitled to receive this dividend as the completion of the subsequent acquisition transaction is not anticipated to occur until after the dividend record date. As Canadian Oil Sands has suspended its dividend, holders of shares who do not tender to Suncor's offer will not be entitled to a dividend for the first quarter of 2016 from either Canadian Oil Sands or Suncor.

Given the number of shares taken up, Suncor will complete a subsequent acquisition transaction to acquire the remaining shares. The timing and details of such transaction will depend on a variety of factors, as described in the amended offer to purchase and takeover bid circular. However, in all cases, in the event that such a transaction is completed, all shares that remain outstanding will be acquired at the same price of 0.28 of a common share of Suncor per share. Completion of such transaction may require up to 60 days or potentially longer from the expiry of the offer. As Suncor now exercises control and direction over greater than 66-2/3 per cent of the outstanding shares, it is in a position to ensure the successful outcome of any shareholder vote in respect of such a subsequent acquisition transaction.

As a result of Suncor taking up and paying for approximately 72.9 per cent of the issued and outstanding Canadian Oil Sands common shares today, Suncor is able to ensure that a subsequent acquisition transaction will be completed and Suncor will acquire the rest of the outstanding Canadian Oil Sands shares. As a result, Suncor intends for the offer and the subsequent acquisition transaction to be treated as a reorganization for U.S. federal income tax purposes. If the offer is so treated, a U.S.-resident Canadian Oil Sands shareholder generally will not recognize a gain or loss for U.S. federal income tax purposes on the exchange of Canadian Oil Sands shares for Suncor shares pursuant to the offer. The determination of whether the exchange pursuant to the offer or any subsequent acquisition transaction will qualify for such treatment depends on the resolution of complex issues and facts, and there is no assurance that the exchange pursuant to the offer or any subsequent acquisition transaction will qualify for such treatment. The foregoing is a brief summary of U.S. federal income tax consequences only and is qualified by the description of U.S. federal income tax considerations in Section 19 of Suncor's original offer and circular dated Oct. 5, 2015 (certain U.S. federal income tax considerations). Tax matters are very complicated, and the tax consequences of the offer to a particular Canadian Oil Sands shareholder will depend in part on such shareholder's circumstances. Accordingly, Canadian Oil Sands shareholders are urged to consult their own U.S. tax advisers for a full understanding of the tax consequences of the offer to them, including the applicability of U.S. federal, state, local and non-U.S. income and other tax laws.

Full details of the offer and the related documents are available under the Canadian Oil Sands profile at SEDAR and through Suncor's website.

D.F. King has been retained as information agent for the offer. Shareholders may contact D.F. King at:

Toll-free in North America:  1-866-521-4427

Banks, brokers and collect calls:  1-201-806-7301

Toll-free facsimile:  1-888-509-5907

E-mail:  inquiries@dfking.com

Notice to U.S. holders

The offer is being made for the securities of a Canadian issuer by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare the offer documents in accordance with the disclosure requirements of Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated by reference in the offer documents have been prepared in accordance with international financial reporting standards, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable with financial statements of U.S. companies.

Shareholders in the United States should be aware that the disposition of their shares and the acquisition of Suncor's common shares by them as described in the offer documents may have tax consequences both in the United States and in Canada. Such consequences for shareholders who are resident in, or citizens of, the United States may not be described fully in the offer documents.

The enforcement by shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of Suncor and Canadian Oil Sands is incorporated under the laws of Canada, that some or all of each of its respective officers and directors may be residents of a foreign country, that some or all of the experts named in the offer documents may be residents of a foreign country, and that all or a substantial portion of the assets of Suncor and Canadian Oil Sands and said persons may be located outside the United States.

The Suncor common shares offered as consideration in the offer documents have not been approved or disapproved by the U.S. Securities and Exchange Commission or any U.S. state securities commission, nor has the SEC or any U.S. state securities commission passed upon the accuracy or adequacy of the offer documents. Any representation to the contrary is a criminal offence.

Shareholders should be aware that, during the period of the offer, Suncor or its affiliates, directly or indirectly, may bid for or make purchases of Suncor common shares or shares, or certain related securities, as permitted by applicable law or regulations of the United States, Canada, or its provinces or territories. Suncor: (i) filed an initial registration statement on Form F-80 in respect of the offer with the SEC on Oct. 5, 2015, and (ii) filed a further registration statement on Form F-80 in respect of the offer with the SEC on Jan. 22, 2016, which includes documents related to the offer. This news release is not a substitute for such registration statements or any other documents that Suncor has filed or may file with the SEC or send to shareholders in connection with the offer. Investors and shareholders are urged to read the registration statements on Form F-80, as they may be amended from time to time, and all other relevant documents filed or to be filed with the SEC in connection with the offer as they become available, as well as any amendments or supplements to those documents, because they contain or will contain important information. You will be able to obtain a free copy of the registration statements on Form F-80, as well as other filings containing information about Suncor, at the SEC's website.

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