CALGARY, AB--(Marketwired - October 07, 2015) -
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Canadian Oil Sands Limited (TSX: COS) ("Canadian Oil Sands" or the "Company") announced today that its Board of Directors (the "Board") has adopted a new Shareholder Rights Plan ("the New Rights Plan"), effective immediately, in response to Suncor Energy Inc.'s ("Suncor") announcement on October 5, 2015 that it is making an unsolicited all-share offer to acquire all of the outstanding common shares (the "Shares") of Canadian Oil Sands. The New Rights Plan is designed to ensure that Canadian Oil Sands' Shareholders and the Board have adequate time to consider and evaluate Suncor's offer and any other unsolicited take-over bid or other strategic alternatives.
Suncor initially approached the Company in March with a letter that contained no offer and provided no basis for further discussions. The Board then received a non-binding expression of interest (the "proposal") on April 9, 2015, and with the assistance of its financial and legal advisors, the Board carefully reviewed that proposal; it was unanimously rejected for several reasons as not being in the best interests of the Company and its Shareholders and the Board advised Suncor of that decision. When the Board rejected the proposal on April 16, 2015, the price implied by Suncor's proposal for the Shares was at a discount to Canadian Oil Sands' closing price of $12.96 per Share on that day. Suncor's recent offer is substantially less than the proposal rejected by the Board in April 2015.
"The Board will consider Suncor's unsolicited offer in both the current context and in light of the strong long-term potential of Canadian Oil Sands," said Donald Lowry, Chairman of the Board. "Shareholders do not need to take any action or make any decision about the Suncor offer until the Board has had an opportunity to fully review the offer and to provide a recommendation based on careful analysis."
The New Rights Plan is in addition to, and does not replace, Canadian Oil Sands' existing Shareholder Rights Plan, which will remain in place. The New Rights Plan also encourages a potential bidder to make a "Permitted Bid", which would have terms and conditions designed to meet the objectives of the New Rights Plan, or to negotiate the terms of an offer with the Board.
Permitted Bid
A Permitted Bid under the New Rights Plan is a take-over bid that, among other things: is made to all Shareholders (other than the bidder) for all of the Shares held by them, by way of a take-over bid circular prepared in compliance with applicable securities laws; that remains open for acceptance by Shareholders for a minimum of 120 days; is supported by a majority of Shareholders other than the bidder (and its affiliates, associates and joint actors); and that satisfies certain other conditions. The 120-day minimum period that a Permitted Bid must remain open for acceptance is consistent with the proposed amendments to the take-over bid regime published by Canadian securities regulators in March 2015.
Because Suncor's offer is open for acceptance only until December 4, 2015 (unless extended or withdrawn by Suncor), it would not be a Permitted Bid under the New Rights Plan.
Share Purchase Rights
In connection with the adoption of the New Rights Plan, the Board authorized the issuance of one Share Purchase Right (a "Right") in respect of each Share outstanding as of 12:01 a.m. Mountain Time on October 6, 2015 (and each Share issued thereafter, subject to the limitations set out in the New Rights Plan). Under the terms of the New Rights Plan, the Rights will become exercisable (the "Separation Time") if a person acquires, announces or has announced an intention to acquire beneficial ownership of Shares which, when aggregated with such person's (and its affiliates', associates' and joint actors') existing holdings, total 20 per cent or more of the outstanding Shares, subject to the ability of the Board to defer the time at which the Rights become exercisable and to waive the application of the New Rights Plan. The Board has deferred the Separation Time triggered by the Suncor offer to a later date.
Following the acquisition of 20 per cent or more of the outstanding Shares by any person, each Right held by a person other than the acquiring person (and its affiliates, associates and joint actors) would, upon exercise, entitle the holder to purchase Shares at a substantial discount to their then prevailing market price.
The New Rights Plan is subject to the approval of the Toronto Stock Exchange and requires approval by Shareholders within six months of the New Rights Plan's effective date, failing which it will terminate.
A more detailed summary of the New Rights Plan will be set out in Canadian Oil Sands' Material Change Report which will be filed with the Canadian securities regulatory authorities and will be available at www.sedar.com. A full copy of the New Rights Plan will also be available at www.sedar.com in due course.
As previously announced, the Board together with its advisors has started the process of evaluating the Suncor offer and related take-over bid circular. The Board's focus is to maximize value and Shareholders are urged not to take any action with regard to the Suncor offer until the Board has had an opportunity to review and make a formal recommendation.
Shareholders will be promptly notified of any recommendation of the Board through a news release and circular in accordance with applicable securities law.
Shareholders with questions are encouraged to call Canadian Oil Sands' information agent and strategic shareholder services advisor, Kingsdale Shareholder Services at 1-866-851-3215 or contactus@kingsdaleshareholder.com.
Ticker Symbols
Toronto Stock Exchange: COS
OTCQX: COSWF
Canadian Oil Sands Limited
COS holds a 36.74 per cent 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 $7.8 billion.
For more information please visit www.cdnoilsands.com
