The Toronto Stock Exchange reports that NuVista Energy Ltd. will be delisted at the close on Feb. 4, 2026. According to the TSX, Ovintiv Inc., through Ovintiv Canada ULC,
has acquired all of the issued and outstanding NuVista shares pursuant to
a statutory arrangement under Section 193 of the Business
Corporations Act (Alberta).
Under the arrangement, each NuVista
shareholder (other than Ovintiv and its affiliates, and registered NuVista
shareholders who properly exercise their dissent rights) was, prior to
the election deadline, entitled to elect to receive: (i) $18 in cash per
NuVista share; (ii) 0.344 of an Ovintiv
share per NuVista share; or (iii) a
combination of cash consideration and share consideration for such
NuVista shareholder's NuVista shares, subject to rounding and
proration based on the cash maximum and the share maximum.
According to the TSX, the
maximum total amount of cash consideration and share
consideration that may be issued pursuant to the arrangement is $1,568,577,429 and 29,977,258 Ovintiv shares, respectively.
NuVista shareholders who did not make a valid election prior to the
election deadline were deemed to have elected to receive: (i) the cash
consideration for 50 per cent of their NuVista shares; and (ii) the share
consideration for 50 per cent of their NuVista shares, subject to rounding and
proration based on the cash maximum and the share maximum.
Please refer to the Ovintiv news release dated Feb. 3, 2026, for
the final results of the consideration elections.
The TSX notes that no fractional Ovintiv shares will be issued under the arrangement. In
the event a former NuVista shareholder would otherwise be entitled to
a fractional Ovintiv share under the arrangement, the number of
Ovintiv shares issuable to such NuVista shareholder will be rounded
up to the next whole number of Ovintiv shares if the fractional
entitlement is equal to or greater than 0.5, and shall, without any
additional compensation, be rounded down to the next whole number
of Ovintiv shares if the fractional entitlement is less than 0.5.
The total cash consideration payable to a NuVista shareholder
will be rounded to the nearest whole cent.
Registered NuVista shareholders who have not submitted a letter of
transmittal and election form must complete and return
the form, together with the share certificates and/or DRS advices
representing their NuVista shares, to Odyssey Trust Company at its
principal office in Toronto.
For more information, see NuVista's management information circular and proxy statement dated Dec. 19, 2025, and Ovintiv's news release dated Feb. 3, 2026.
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