Cenovus Energy Inc. (NYSE:CVE) on Wednesday signed an amending agreement to its previously announced August 21, 2025, arrangement agreement to acquire MEG Energy Corp. (OTC:MEGEF).
Revised Acquisition Offer: Pursuant to the updated terms, MEG shareholders may elect to receive either $29.50 in cash per share or 1.240 Cenovus common shares, subject to rounding and proration limits of $3.8 billion in cash and 157.7 million Cenovus shares.
On a fully prorated basis, this equates to approximately $14.75 in cash and 0.620 Cenovus shares for each MEG common share, reflecting a 50/50 mix of cash and stock.
On a fully prorated basis, the offer values MEG shares at approximately $29.80 each, based on Cenovus's closing price on October 7, 2025, representing an increase of roughly $1.32 per share compared to the valuation under the original agreement.
“We listened to these comments and have changed the consideration under our offer to a maximum of 50% cash and 50% Cenovus shares, while increasing the aggregate purchase price,” Jon McKenzie, Cenovus president & CEO said.
Cenovus and MEG amended their standstill agreement, allowing Cenovus to acquire up to 9.9% of MEG's shares, which it plans to vote in favor of the deal.
With a lower cash component in the revised offer, Cenovus intends to increase share buybacks over the next few quarters.
MEG's shareholder meeting has been postponed to October 22, 2025, at 9 a.m. MT (11 a.m. ET) to allow investors more time to review and vote on the amended agreement.
Original Offer: In August, Cenovus said that it would acquire MEG Energy in a cash-and-stock deal valued at $7.9 billion, including debt, creating one of the most prominent players in Canada's oil sands sector.
At that time, Cenovus stated that it would pay MEG shareholders $27.25 per share, with 75% of the payment in cash and 25% in Cenovus stock.
Third Quarter Update: Cenovus posted upstream output of 832,000 BOE/d, including record production of 640,000 bbls/d in the Oil Sands segment.
Downstream throughput reached 712,000 barrels per day (bbls/d) at 98.8% utilization. Key projects, including Narrows Lake and West White Rose, are on track for completion in 2026.
The company completed the $1.8 billion sale of its 50% WRB stake to Phillips 66, reducing net debt to about $3.5 billion.
Cenovus repurchased 40.4 million shares for $900 million in the third quarter and plans to accelerate buybacks after meeting its long-term debt target.
The company held cash and cash equivalents of 2.563 billion Canadian dollars as of June 30, 2025.
Price Action: CVE shares are down 0.75% at $17.28 in the premarket as of the last check on Wednesday.
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