- Final injunction for the Cenovus transaction granted by the Court of King’s Bench of Alberta
- The Cenovus transaction is expected to close on Thursday, November 13, 2025
- Preliminary election results to determine the form of compensation to be received by MEG shareholders indicate pro-rationing of stock compensation elections
MEG Energy Corp. (TSX: MEG) (“MEG”, or the “Company”) is pleased to announce that the Court of King’s Bench of Alberta has granted final injunction with respect to the previously announced plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the “Cenovus Transaction”) involving MEG, holders (“MEG Shareholders”) of MEG common shares (“MEG Shares”) and Cenovus Energy Inc. (TSX: CVE) are involved. (NYSE: CVE) (“Cenovus”). The Cenovus transaction was approved by MEG stockholders at a special meeting on November 6, 2025. Subject to the satisfaction or waiver of other customary closing conditions, the Cenovus transaction is expected to close on November 13, 2025.
MEG is also pleased to announce the preliminary results of the pro-rationing calculations to determine the form of compensation that MEG shareholders will receive under the Cenovus transaction. As previously announced, the deadline for holding such an election was 4:30 PM (Calgary time) on November 5, 2025 (the “Election Deadline”).
Before the election deadline, MEG shareholders had the right to choose to receive: (i) $30.00 in cash per MEG share (“Cash Consideration”); (ii) 1.255 shares of Cenovus common stock (each whole share, a “Cenovus Share”) per MEG Share (“Share Consideration”); or (iii) a combination thereof, in all cases, subject to rounding and proration based on the maximum aggregate cash consideration of approximately $3.8 billion and a maximum aggregate equity consideration of approximately 159.6 million Cenovus shares, as set forth in the agreement between MEG and Cenovus dated August 21, 2025as amended by an amendment agreement dated October 7, 2025 and as further amended by an amendment agreement dated October 26, 2025 (collectively, the “Contract Agreement”). MEG shareholders who did not make a valid election before the election deadline were deemed to have elected to receive a cash consideration in respect of 50% of their MEG shares and a stock consideration in respect of 50% of their MEG shares.
The preliminary results of the pro-rationing to determine the form of consideration to be received by MEG shareholders under the Cenovus transaction based on the maximum available cash and stock consideration and the elections received prior to the election deadline are as follows:
i. MEG shareholders who have elected to receive cash consideration for all of their MEG shares will receive 100% of their total consideration as cash consideration;
ii. MEG shareholders who have elected to receive stock compensation for all of their MEG shares will receive approximately 96% of their total compensation as stock compensation and 4% as cash compensation; And
iii. MEG shareholders who have elected (or are deemed to have elected) to receive cash compensation for 50% of their MEG shares and stock compensation for 50% of their MEG shares will receive approximately 52% of their total compensation as cash compensation and 48% as stock compensation.
MEG shareholders who have elected to receive a different portion of cash and stock compensation than set out above will receive approximately 96% of their total requested stock compensation, with the balance of their compensation payable as cash compensation.
The foregoing results are preliminary only and the final allocation of the cash and stock compensation will be calculated in accordance with the Plan of Agreement, which is attached as Exhibit “A” to the Agreement.
Forward-looking information
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Words like ‘expect’, ‘may’, ‘will’, ‘provisional’, ‘subject to’. and similar expressions suggesting future events or future performance are intended to identify forward-looking statements. More specifically and without limitation, this press release contains forward-looking statements and information relating to: the completion of the Cenovus transaction, including the satisfaction of closing conditions, the expected closing date and other similar statements; and the final election results, including the proportion of cash and stock consideration payable under the Cenovus transaction and the form of consideration to be received by MEG shareholders.
Because forward-looking statements and information relate to future events and circumstances, by their nature they involve inherent known and unknown risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties, including, but not limited to: the Cenovus transaction may not be completed on the expected terms and timing, if at all; the conditions for closing the Cenovus transaction may not be satisfied or may be waived; the final election results, including the portion of the cash and stock consideration payable under the Cenovus transaction and the form of the consideration to be received by MEG shareholders, may not be substantially comparable to the preliminary results; the effect or outcome of litigation; the existence of laws or material changes therein that could adversely affect Cenovus or MEG or affect the completion of the Cenovus transaction; possible adverse changes in business prospects and opportunities resulting from the announcement or completion of the Cenovus transaction; and general business, market and economic conditions.
These forward-looking statements and information are based on certain material expectations and assumptions of MEG. The completion of the Cenovus Transaction is subject to a number of conditions that are typical of this type of transaction. Assumptions have been made regarding, among other things: the satisfaction of all conditions precedent relating to the Cenovus Transaction; and the final election results, including the proportion of cash and stock consideration payable under the Cenovus transaction and the form of consideration to be received by MEG shareholders. Although MEG believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as MEG can give no assurance that they will prove to be correct. Accordingly, readers are cautioned that actual results may differ from the forward-looking information provided herein and that the variations could be material. Readers are also cautioned that the foregoing list of assumptions, risks and factors is not exhaustive.
Further information regarding the assumptions and risks inherent in making forward-looking statements and relating to the Cenovus transaction can be found in MEG’s other public disclosure documents available through the company’s website at http://www.megenergy.com/investors and via the SEDAR+ website at www.sedarplus.ca.
The forward-looking information contained in this press release is expressly qualified in its entirety by the foregoing cautionary statements. Unless otherwise stated, the forward-looking information contained in this press release is made as of the date of this press release and MEG undertakes no obligation to update or revise any forward-looking information to reflect new events or circumstances, except as required by law.
For more information:
Questions from shareholders:
MEG Investor Relations, 403.767.0515, invest@megenergy.com
Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers and outside callers North AmericaAssistance@investor.sodali.com
Media inquiries:
MEG Media Relations, 403.775.1131, media@megenergy.com
SOURCE MEG Energy Corp.
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