Press Release
CALGARY, AB, Oct. 1, 2025 – MEG Energy Corp. (TSX: MEG) (“MEG” or the “Company”) reminds shareholders of MEG (“MEG Shareholders”) to vote FOR the proposed plan of arrangement (the “Cenovus Transaction”) involving MEG, the MEG Shareholders and Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) (“Cenovus”).
Vote FOR the Cenovus Transaction Today – Deadline Approaching
The Board of Directors of MEG (the “MEG Board”) urges you to deposit your proxy or voting instruction form and vote FOR the resolution approving the Cenovus Transaction ahead of the proxy deadline of TuesdayOctober 7, 2025 at 9:00 a.m. (Calgary Time).
Due to time sensitivity and the Canada Post strike, MEG Shareholders are strongly encouraged to only vote online or by telephone using the instructions below:
Registered MEG Shareholders |
Beneficial MEG Shareholders |
|
Who? |
If your MEG Shares are held in your name and represented by a |
If your MEG Shares are held with a broker, bank or other intermediary |
Telephone |
Call 1.866.732.VOTE (8683) (toll-free in North America) or 1.312.588.4290 If you have not received your 15-digit control number, please contact |
Call the toll-free number on your voting instruction form (VIF) and vote using the |
Online |
www.investorvote.com (requires your 15-digit control number from your broker) |
www.proxyvote.com (requires your 16-digit control number from your broker) |
Questions and Assistance with Voting
If you have not yet received your voting materials, please contact your broker or investment advisor to obtain your 16-digit control number and vote immediately at www.proxyvote.com. Alternatively, contact Sodali & Co. at 1-888-999-2785 or assistance@investor.sodali.com for help casting your vote.
Reminder to Submit Your Election for Your Preferred Consideration
MEG also reminds MEG Shareholders to submit their elections in respect of the consideration to be received pursuant to the Cenovus Transaction. To be valid, MEG Shareholders must submit their elections to Computershare Investor Services Inc. (the “Depositary”), who is acting as depositary in connection with the Cenovus Transaction, prior to the election deadline of October 7, 2025, at 4:30 p.m. (Calgary time) (the “Election Deadline”).
The Cenovus Transaction provides MEG Shareholders with a choice to elect their preferred form of consideration and each MEG Shareholder will be entitled to elect to receive:
i. |
$27.25 in cash per MEG Share (“Cash Consideration”); or |
ii. |
1.325 Cenovus common shares (each whole share, a “Cenovus Share”) per MEG Share (“Share Consideration”); or |
iii. |
a combination of Cash Consideration and Share Consideration, |
in all cases, subject to rounding and proration based on the maximum amount of cash and the maximum amount of Cenovus Shares to be provided to MEG Shareholders, as set out in the arrangement agreement between MEG and Cenovus dated August 21, 2025. On a fully prorated basis, consideration per MEG Share represents approximately $20.44 in cash and 0.33125 of a Cenovus Share.
The consideration to be received by MEG Shareholders values MEG at $28.26 per MEG Share on a fully prorated basis at Cenovus’s closing share price on September 30, 2025, representing an enterprise value of MEG of approximately $8.2 billion, including assumed debt.
MEG Shareholders who do not submit their election ahead of the Election Deadline, will be deemed to have elected to receive Cash Consideration with respect to 75% of their MEG Shares and Share Consideration with respect to 25% of their MEG Shares.
Notwithstanding the election or deemed election of a MEG Shareholder for Cash Consideration or Share Consideration, such MEG Shareholder may receive a combination of Cash Consideration and Share Consideration (or a different combination than what was elected by such MEG Shareholder), depending on the elections (including deemed elections) made by all other MEG Shareholders.
A MEG Shareholder will not actually receive any consideration pursuant to the Cenovus Transaction until the Cenovus Transaction is completed, and such MEG Shareholder has returned properly completed documents to the Depositary, including the Letter of Transmittal and Election Form and any certificate(s) or DRS Advice(s) representing its MEG Shares.
Due to the time sensitivity and the Canada Post strike, MEG recommends that all MEG Shareholders make their elections and courier any required documentation as soon as possible and sufficiently in advance of the Election Deadline to permit delivery to the Depositary at or prior to the Election Deadline in accordance with the below instructions.
Registered MEG Shareholders: MEG mailed a Letter of Transmittal and Election Form to each registered MEG Shareholder which outlines the necessary documentation and information required to make an election in respect of the consideration such MEG Shareholder wishes to receive under the Cenovus Transaction. Registered MEG Shareholders should refer to the instructions contained in the Letter of Transmittal and Election Form and ensure they provide the required documentation and information to the Depositary ahead of the Election Deadline. The Letter of Transmittal and Election Form is for use by registered MEG Shareholders only and can also be found at: https://www.megenergy.com/investors/shareholder-information/special-meeting-of-meg-shareholders/.
Beneficial MEG Shareholders: MEG Shareholders whose MEG Shares are not registered in their name but are held by an intermediary or broker should provide instructions to their broker or other nominee to make the election on such MEG Shareholder’s behalf. Such beneficial MEG Shareholders should be aware that intermediaries and brokers may establish earlier deadlines to make an election and the MEG Board urges such beneficial MEG Shareholders to contact their intermediary or broker for specific instructions.
Meeting Details
MEG Shareholders will vote on the Cenovus Transaction at the special meeting of MEG Shareholders (the “Meeting”) which will be held on Thursday October 9, 2025 at 9:00 a.m. (Calgary Time) at Brookfield Place, 225 – 6th Avenue S.W., Suite 1400, Calgary, Alberta or through a live audio webcast accessible at https://meetings.lumiconnect.com/400-560-917-636. The password for the live audio webcast of the Meeting is “meg2025”, case-sensitive.
Vote FOR the Cenovus Transaction
The MEG Board recommends that MEG Shareholders vote FOR the resolution approving the Cenovus Transaction for the following reasons:
Additional information can be found in the Investor Presentation posted September 15, 2025, which is available at www.megenergy.com/offer-update.
MEG filed an information circular (“Circular”) on September 12, 2025, providing further details on the election process and the upcoming Meeting. MEG Shareholders are encouraged to review the Circular. Copies of the Circular, Letter of Transmittal and Election Form, and additional information on the Meeting can be found at: https://www.megenergy.com/investors/shareholder-information/special-meeting-of-meg-shareholders/.
REJECT the Unsolicited Revised Strathcona Offer
The MEG Board and the Special Committee of the MEG Board continue to reiterate that the revised unsolicited offer (the “Revised Strathcona Offer”) from Strathcona Resources Ltd. (“Strathcona”) is not in the best interests of the Company or the MEG Shareholders, and unanimously recommends that the MEG Shareholders REJECT the Revised Strathcona Offer by taking no action and NOT TENDER their MEG Shares.
The Revised Strathcona Offer consists of unattractive all-share consideration. The MEG Board recommends that MEG Shareholders REJECT the Revised Strathcona Offer for the following key reasons:
1.Third party equity research report published on September 9, 2025.
Advisors
BMO Capital Markets and Burnet, Duckworth & Palmer LLP are acting as financial advisor and legal counsel, respectively, to the Company. RBC Capital Markets and Norton Rose Fulbright Canada LLP are acting as financial advisor and legal counsel, respectively, to MEG’s Special Committee.
For further information:
Shareholder Questions:
MEG Investor Relations, 403.767.0515, invest@megenergy.com
Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers outside North America, assistance@investor.sodali.com
Media Questions:
MEG Media Relations, 403.775.1131, media@megenergy.com
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