Cenovus Energy To Acquire Athabasca Oil Corporation For $12/Share In Cash And Stock At An Implied EV Of $5.7B

Transaction HighlightsClear strategic fit with Cenovus’s core oil sands business – Adds approximately 45 thousand barrels of oil equivalent per day (MBOE/d)1, including thermal production proximal to Cenovus’s Christina Lake, May River and Thornbury assets, expanding the company’s position in a core resource fairway.High-quality, long-life resource – Over 75 years of proved plus probable reserves life1, including high-quality oil sands assets at Leismer and Corner, providing significant growth potential and a pathway to accelerate thermal production to 115 thousand barrels per day (Mbbls/d) by 2032.Leverages Cenovus’s SAGD operating expertise – Application of Cenovus's proven SAGD operating model to Athabasca’s assets is expected to enhance reservoir performance, reduce steam-to-oil ratios, and accelerate resource recovery. Together with a differentiated project execution track record, including the profitable completion of over 30 successful oil sands phase expansions to date, Cenovus is uniquely positioned to optimize the value of the acquired SAGD assets.$85 million of annual corporate and commercial synergies – Cenovus expects to realize approximately $85 million per year of corporate and commercial synergies, with the majority captured in the first full year following closing of the transaction.Consolidates scalable Duvernay platform – Consolidates ownership of Duvernay Energy Corporation, a high-quality, oil-weighted position in the Kaybob Duvernay, with the option to accelerate development and grow production to a sustainable 20 MBOE/d.Transaction detailsUnder the terms of the arrangement agreement, Cenovus will acquire all of the issued and outstanding common shares of Athabasca at a price of $12.00 per share, payable in cash and Cenovus common shares. Each Athabasca shareholder (other than dissenting Athabasca shareholders) will have the option to elect to receive, for each Athabasca common share held: (i) $12.00 in cash; (ii) 0.264 of a Cenovus common share; or (iii) such other proportion of cash and Cenovus shares as specified by the Athabasca shareholder. Shareholders who do not make a valid election will be deemed to have elected to receive cash for each of their Athabasca common shares.All elections will be subject to pro-ration based on a maximum of $4.3 billion in cash, equivalent to 75% of the total consideration, and a maximum of 44.4 million Cenovus common shares, equivalent to 35% of the total consideration. As a result, the aggregate consideration will comprise between 65% and 75% cash and between 25% and 35% Cenovus shares, based on elections made and deemed to be made by Athabasca shareholders. Depending on a particular shareholder’s election and pro-rationing, an Athabasca shareholder may ultimately receive entirely cash, entirely Cenovus shares or a combination of both.Transaction fundingThe cash portion of the consideration will be funded with cash on hand and certain short-term borrowings. Cenovus’s financial framework and net debt target of $4 billion are to remain unchanged.Cenovus’s net debt at the end of the third quarter was approximately $3.0 billion. Including the cash component of this transaction, year-end 2026 pro forma net debt is expected to be between $5.0 billion to $5.5 billion2 at strip pricing representing less than 0.5 times adjusted funds flow3.