CALGARY, Jan. 22, 2016 /PRNewswire/ - Suncor Energy
Inc. (TSX: SU; NYSE: SU) and Canadian Oil Sands Limited (TSX: COS)
today announced the filing and mailing of a notice of variation and
change to Suncor's offer and a notice of change to the COS
directors' circular. These changes relate to the previously
announced increase in the original offer to COS shareholders to
0.28 of a Suncor share for each COS share (the "Amended
Offer"). The Amended Offer also provides for, among other
things, an extension of the expiration time for the offer to
4:00 p.m. (MT) on Friday, February 5, 2016.
The COS Board has received a fairness opinion from its financial
advisor, RBC Capital Markets, that, as of the date thereof and
based upon and subject to the assumptions, qualifications and
limitations stated in the opinion, the amended consideration to be
offered under the Offer is fair, from a financial point of view, to
COS shareholders. The COS Board unanimously recommends that COS
shareholders accept and tender their shares to the Amended
Offer.
Suncor's notice of variation and change with respect to the
Amended Offer has been mailed to registered security holders of COS
and has been filed on COS' SEDAR profile. In addition,
COS' notice of change to its directors' circular with respect to
the Amended Offer has been mailed by COS to registered security
holders of COS and has been filed on COS' SEDAR profile. COS
shareholders are urged to review this document carefully and in its
entirety.
About Suncor's Offer to COS shareholders
Full details of the Amended Offer and the related documents
including the notice of variation and change and the COS notice of
change are available under the COS profile at sedar.com, through
Suncor's website at suncorofferforcanadianoilsands.com and through
COS' website at cdnoilsands.com.
To accept this Amended Offer, COS shareholders must tender
their shares. Please contact D.F.
King, who has been retained as Suncor's information agent
for instructions at:
Toll Free in North America:
1-866-521-4427
Banks, Brokers and Collect Calls: 1-201-806-7301
Toll Free Facsimile: 1-888-509-5907
Email: inquiries@dfking.com
Canadian Oil Sands shareholders with questions should contact
Kingsdale Shareholder Services , COS' information agent and
strategic shareholder services and communications advisor:
Toll Free in North America:
1-866-851-3215
Outside North America, Banks and
Brokers Call Collect: 1-416-867-2272
Facsimile: 1-416-867-2271
Email: mailto:contactus@kingsdaleshareholder.com
NOTICE TO U.S.
HOLDERS
The Amended Offer (referred to as the "Offer" in this
advisory) is being made for the securities of a Canadian issuer by
a Canadian issuer that is permitted, under a multijurisdictional
disclosure system adopted by the United
States, to prepare the Offer documents in accordance with
the disclosure requirements of Canada. Shareholders in the United States should be aware that such
requirements are different from those of the United States. The financial statements
included or incorporated by reference in the Offer documents have
been prepared in accordance with International Financial Reporting
Standards, and are subject to Canadian auditing and auditor
independence standards, and thus may not be comparable to financial
statements of U.S. companies.
Shareholders in the United
States should be aware that the disposition of their shares
in COS ("Shares") and the acquisition of Suncor common shares by
them as described in the Offer documents may have tax consequences
both in the United States and in
Canada. Such consequences for
shareholders who are resident in, or citizens of, the United States may not be described fully
in the Offer documents.
The enforcement by shareholders of civil liabilities
under U.S. federal securities laws may be affected adversely by the
fact that each of Suncor and COS are incorporated under the laws of
Canada, that some or all of their
respective officers and directors may be residents of a foreign
country, that some or all of the experts named in the Offer
documents may be residents of a foreign country and that all or a
substantial portion of the assets of Suncor and COS and said
persons may be located outside the United
States.
THE SUNCOR COMMON SHARES OFFERED AS
CONSIDERATION IN THE OFFER DOCUMENTS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY U.S. STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY U.S. STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND
CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Shareholders should be aware that, during the period
of the Offer, Suncor or its affiliates, directly or indirectly, may
bid for or make purchases of Suncor common shares or Shares, or
certain related securities, as permitted by applicable law or
regulations of the United States,
Canada or its provinces or
territories.
Suncor (i) filed an initial
registration statement on Form F-80
in respect of the Offer with the SEC on October 5, 2015 and (ii) is filing a further
registration statement on Form F-80 in respect of the Offer with
the SEC on or about January 22, 2016,
which includes documents related to the Offer. This news release is
not a substitute for such registration statements or any other
documents that Suncor has filed or may file with the SEC or send to
shareholders in connection with the Offer. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS ON FORM
F-80 AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC IN CONNECTION WITH THE OFFER AS THEY BECOME AVAILABLE, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You will be able to
obtain a free copy of the registration statement on Form F-80, as
well as other filings containing information about Suncor, at the
SEC's website (www.sec.gov).
About Suncor
Suncor Energy is Canada's leading
integrated energy company. Suncor's operations include oil sands
development and upgrading, onshore and offshore oil and gas
production, petroleum refining, and product marketing under the
Petro-Canada brand. A member of Dow Jones Sustainability indexes,
FTSE4Good and CDP, Suncor is working to responsibly develop
petroleum resources while also growing a renewable energy
portfolio. Suncor is listed on the UN Global Compact 100 stock
index and the Corporate Knights' Global 100. Suncor's common
shares (symbol: SU) are listed on the Toronto and New
York stock exchanges.
For more information about Suncor, visit our web site at
suncor.com, follow us on Twitter @SuncorEnergy, or come
and See what Yes can do.
About COS
COS holds a 36.74 percent interest in the
Syncrude project, the largest producer of light, sweet synthetic
oil from Canada's oil sands. As a
pure play in Syncrude, COS provides investors with long-life, light
crude oil exposure and since 2001 has paid dividends totaling
$7.9 billion.
SOURCE Canadian Oil Sands Limited