The Toronto Stock Exchange reports that pursuant to a proposed arrangement involving, among others,
Parkland Corp., Sunoco LP, SunocoCorp LLC (formerly,
NuStar GP Holdings LLC) and 2709716 Alberta
ULC (formerly, 2709716 Alberta Ltd.) (the purchaser), Sunoco
will acquire, indirectly through the purchaser, all of the issued and
outstanding Parkland shares by way of a court-approved plan of
arrangement under Section 193 of the
Business Corporations Act (Alberta).
According to the TSX, pursuant to the plan of arrangement, in exchange for each
Parkland share, holders of Parkland shares may elect to receive one of the following three
options: (i) $44 in cash; (ii)
approximately 0.536 common unit of
SunocoCorp; or (iii) $19.80 in
cash and 0.295 of a SunocoCorp unit. The cash elected consideration and the unit
elected consideration are subject to proration, maximum amounts
and adjustments in accordance with the plan of arrangement.
Notwithstanding the election for the cash elected consideration or
unit elected consideration made by a Parkland shareholder, as
applicable, such Parkland shareholder may receive their
consideration as a combination of cash and SunocoCorp units,
depending on the elections (including deemed elections) made by
all Parkland shareholders as a result of the maximum amounts
and prorationing in the plan of arrangement.
The TSX notes that no fractional SunocoCorp units will be issued under the plan of
arrangement. Where the total number of SunocoCorp units
to be issued to a former Parkland shareholder would result in a
fraction of a SunocoCorp unit being issuable, such former
Parkland shareholder will receive, in lieu of such fractional
SunocoCorp unit, a cash amount determined by reference to the
volume weighted average trading price of the SunocoCorp units
on the New York Stock Exchange on the first five trading days on which the SunocoCorp units trade on such exchange following the effective date,
converted into Canadian dollars based on the daily rate published
by the Bank of Canada on the last day of such five-day period.
If the total cash amount a former Parkland shareholder is
entitled to receive pursuant to the plan of arrangement would
otherwise include a fraction of one cent, then the aggregate cash
amount such former Parkland shareholder is entitled to receive
shall be rounded down to the nearest whole one cent.
Cash amounts in lieu of fractional SunocoCorp units will be paid
only following the determination of the fractional rate and only by
cheque.
The TSX reports that the election deadline is 5 p.m. Calgary time on Oct. 17, 2025. Registered Parkland shareholders must complete and return the
letter of transmittal and election form, together with the share
certificates and/or DRS advices representing their Parkland
shares, to Computershare Investor Services Inc. at its principal
offices in Toronto prior to the election deadline. Parkland shareholders who do not make a valid election prior to
the election deadline will be deemed to have elected to receive
the combination elected consideration.
Trades from 9:30 a.m. Toronto time to 12 p.m. Toronto time on Oct. 17, 2025, will settle on the same day.
For more information, see Parkland's management information circular and proxy statement dated May 26, 2025, available on SEDAR+. Also see Parkland's news releases dated Sept. 11, 2025, and Oct. 8, 2025.
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