Strathcona Resources Ltd. Commences Offer to Acquire MEG Energy Corp.

Core Viewpoint - Strathcona Resources Ltd. has initiated an offer to acquire all outstanding common shares of MEG Energy Corp. for a combination of Strathcona shares and cash, reflecting a strategic move to consolidate its position in the oil and gas sector [1][2]. Offer Details - The offer consists of 0.62 Strathcona shares and $4.10 in cash for each MEG share [1]. - The offer is open for acceptance until September 15, 2025, at 5 p.m. Mountain Time [2]. - The offer is subject to conditions including the deposit of more than 50% of MEG shares and obtaining necessary regulatory approvals [6][7]. Equity Commitment - Strathcona has secured an equity commitment from Waterous Energy Fund, which holds 79.6% of Strathcona shares, to purchase an additional 21.4 million shares at $30.92 each, totaling approximately $662 million [3][4]. - This investment is noted as the largest single investment in the Canadian upstream oil and gas sector since 2014 [4]. Shareholder Approval - Strathcona anticipates issuing up to 145 million shares as part of the offer, which represents about 68% of its outstanding shares [17]. - The issuance of approximately 169.3 million shares requires shareholder approval, which has been obtained through written consent from WEF [18][19]. Strategic Intent - The company aims to acquire any MEG shares not deposited under the offer through compulsory acquisition or other means, reinforcing its strategy to integrate MEG as a wholly-owned subsidiary [8]. - The completion of the WEF III equity investment is expected by July 13, 2025, and is not a condition for the offer [16]. Advisors and Communications - Scotiabank and TD Securities are acting as exclusive financial advisors, while legal counsel includes Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [21]. - Laurel Hill Advisory Group has been engaged as a strategic communications advisor and information agent for the offer [22].