Mr. Mike Lawford reports
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
At Energy Ltd.'s special meeting of holders of common shares of NuVista, NuVista shareholders voted in favour of the previously announced plan of arrangement involving NuVista, NuVista shareholders, Ovintiv Canada ULC and Ovintiv Inc. At the meeting, the special resolution approving the transaction was approved by approximately 99 per cent of the votes cast by NuVista shareholders, present in person or represented by proxy at the meeting. For additional details of the voting results on the transaction resolution, see NuVista's report of voting results filed pursuant to Section 11.3 of National Instrument 51-102 -- Continuous Disclosure Obligations available on NuVista's profile on SEDAR+.
Following the meeting, the Court of King's Bench of Alberta granted the final order in respect of the transaction. The transaction, subject to the satisfaction or waiver of other customary closing conditions, is expected to close shortly after receipt of approval under the Investment Canada Act.
NuVista and Ovintiv are also pleased to announce preliminary results of the elections made by NuVista shareholders regarding the form of consideration they wish to receive in connection with the transaction. As previously announced, the deadline to have made such election was 4:30 p.m. (Calgary time) on Jan. 21, 2026.
Pursuant to the transaction and prior to the election deadline, NuVista shareholders were entitled to elect to receive: (i) $18.00 in cash per NuVista share; (ii) 0.344 of a share in the common stock of Ovintiv per NuVista share; or (iii) a combination of cash consideration and share consideration for their NuVista shares, subject to rounding and proration based on a maximum aggregate cash consideration of approximately $1.57-billion and a maximum aggregate share consideration of approximately 30.1 million Ovintiv shares. As previously disclosed, NuVista shareholders who did not make a valid election prior to the election deadline, were deemed to have elected to receive cash consideration with respect to 50 per cent of their NuVista shares and share consideration with respect to 50 per cent of their NuVista shares.
Based on information as of the election deadline, the preliminary results of the consideration elections are as follows:
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NuVista shareholders who elected to receive cash consideration in respect of all of their NuVista shares, will receive 100 per cent of their total consideration as cash consideration.
- NuVista shareholders who elected to receive share consideration in respect of all of their NuVista shares, will receive approximately 58 per cent of their total consideration as share consideration and approximately 42 per cent as cash consideration.
- NuVista shareholders who did not make a valid election prior to the election deadline or who elected to receive 50-per-cent cash consideration and 50-per-cent share consideration in respect of their NuVista shares, will receive approximately 71 per cent of their total consideration as cash consideration and approximately 29 per cent as share consideration.
The foregoing results are preliminary only, and the final allocation of the cash consideration and share consideration will be calculated in accordance with the arrangement agreement among NuVista, Ovintiv and Ovintiv Canada dated Nov. 4, 2025, as amended from time to time.
We seek Safe Harbor.
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