Suncor, Canadian Oil Sands agree to merge in C$6.6-billion deal

CALGARY, Alberta -- Suncor Energy and Canadian Oil Sands (COS) have reached an agreement to support the offer by Suncor to purchase all of the shares of COS. Under the terms of the agreement, Suncor has agreed to amend its offer to provide for an increase in the original offer to COS shareholders to 0.28 of a Suncor share for each COS share.

The amended offer, with a total aggregate transaction value of approximately C$6.6 billion, including COS' estimated debt of C$2.4 billion, has the support of the boards of directors of both companies.

"We are pleased to have the support of the COS board of directors and shareholders, including Seymour Schulich, and have been advised of their intent to tender their shares," said Steve Williams, Suncor's president and CEO. "We believe this transaction delivers excellent value to COS shareholders while maintaining Suncor's commitment to capital discipline, providing both companies' shareholders with near and long-term value. Together, we're bringing this full, fair and final offer to COS shareholders and we encourage everyone to tender their shares."

"Since Suncor made its initial offer, our board has remained steadfast in our commitment to maximize value for all shareholders. This agreement fulfills that commitment, providing our shareholders with a higher exchange ratio for their shares despite a 37% decline in spot oil prices," said Don Lowry, chairman of COS.

The amended offer will include an extension of the expiry time, which is currently anticipated to be extended to 4:00 p.m. (MT) on Feb. 5.