CALGARY, ALBERTA–(Marketwired – Feb. 2, 2016) – Suncor Energy Inc. (TSX: SU; NYSE: SU) reminds shareholders of Canadian Oil Sands (“COS”) to tender their shares to Suncor’s amended offer for all of the outstanding shares of COS on the basis of 0.28 of a Suncor common share for each common share of COS.
Assuming the conditions of Suncor’s offer are satisfied by 4:00 p.m. MT on Friday, February 5, COS shareholders who have tendered by that day will be entitled to receive Suncor’s first quarter 2016 dividend of $0.29 per Suncor share, which will be paid on March 25, 2016, provided they continue to hold Suncor common shares on the March 4, 2016 record date.
“Canadian Oil Sands shareholders need to tender their shares immediately,” said Steve Williams, Suncor’s president and chief executive officer. “COS shareholders who tender to our offer and continue to hold their Suncor shares will receive Suncor’s first quarter dividend.”
The previously announced suspension of the COS dividend means that COS shareholders who do not tender to the offer will not be entitled to a dividend for the first quarter of 2016 from either COS or Suncor, even if their COS shares are ultimately exchanged for Suncor shares through a subsequent acquisition transaction.
Suncor’s amended offer is set to expire at 4:00 p.m. MT on Friday, February 5, 2016, however some brokers may have deadlines in advance of Suncor’s offer deadline.
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|
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|
NOTICE TO U.S. HOLDERS
The amended offer (referred to herein as the “Offer”) 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 DOCUMENTS. 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) filed a further registration statement on Form F-80 in respect of the Offer with the SEC on 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, AS THEY MAY BE AMENDED FROM TIME TO TIME, 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 statements on Form F-80, as well as other filings containing information about Suncor, at the SEC’s website (www.sec.gov).