Suncor Energy comments on Canadian Oil Sands’ Circular

Suncor Energy comments on Canadian Oil Sands’ Circular

by ahnationtalk on October 20, 2015580 Views

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(All dollar amounts referenced are in Canadian dollars unless otherwise specified)

CALGARY, ALBERTA–(Oct. 19, 2015) – Suncor Energy today commented on the Directors’ Circular issued by Canadian Oil Sands Limited (“COS” TSX Symbol “COS”), which recommends that COS shareholders not tender to Suncor’s $4.3 billion Offer to acquire all of the outstanding shares of COS for a consideration of 0.25 of a Suncor share per COS share.

“We encourage Canadian Oil Sands shareholders to determine for themselves whether our Offer is in their best interests,” said Steve Williams, Suncor’s president and chief executive officer. “There is nothing in the COS Directors’ Circular nor in the conference call comments this morning that detract from the strength of our compelling Offer. Our Offer reflects the new business reality, and when proposed, included a substantial price premium of 43% and a dividend increase of 45%. It also represents an opportunity for investment in a financially stronger, more diversified and stable company that has considerable upside potential in a rising price environment, but can also deliver significant value should oil prices stay lower for longer.”

Suncor urges COS shareholders to consider the following points as they review the COS Circular.

  • Suncor has a superior track record of creating shareholder value.
    • Five-Year Total Shareholder Returns: Over the past five years to October 2, 2015, the last trading day prior to the announcement of the Offer, Suncor has delivered total shareholder returns (including dividends) of 15%, compared to a total return of -69% for COS.
    • Dividends: Suncor has delivered 13 years of consecutive annual dividend increases. From September 2010 to September 2015, Suncor’s dividend has grown by 190%, while COS’ dividend has decreased by 90%.
    • Share buybacks: Since 2011, Suncor has returned $5.3 billion to shareholders through share repurchases, amounting to a reduction of 10% of the shares outstanding; during this period, COS has diluted its shareholders and never conducted a buyback.
    • Production growth: Suncor has increased oil sands production at a compound annual growth rate of 10% since 2012, while COS’ production has declined by 5%.
  • Suncor is better positioned to provide shareholders with value in the near and long term
    Suncor’s Offer is structured as a share exchange, providing COS shareholders with continued exposure to an increase in commodity prices. Suncor has demonstrated operational excellence across a diversified asset base and the benefits of an integrated strategy which has enabled it to continue creating and delivering value through the oil price cycle. For an up to date comparison, we would encourage shareholders to review our Q3 2015 results, when they are available later this month.
  • COS has limited ability to enhance shareholder value – Suncor has a proven ability to generate value for shareholders through its integrated business model. Suncor’s executive management has the capability, experience and operational flexibility to seize opportunities and enhance value by responding to changing business conditions. By contrast, COS’ business relies entirely on the performance of Syncrude, a single asset over which it has no operating control. As such, COS has limited ability to create value, particularly given ongoing operational challenges at Syncrude.
  • COS relies on hopes for a near-term oil price recovery – Suncor is highly-levered to a rising oil price, and is well-positioned to create value if prices do not recover for an extended period of time. COS’ recommendation relies almost entirely on hopes for a near-term oil price recovery, while appearing to ignore the negative impacts on COS shareholders of the company’s high debt load, further declines in the oil price, or a prolonged period at current price levels. By accepting Suncor’s offer, COS shareholders will receive an immediate premium for their shares, plus dividends at the higher rate paid by Suncor in the interim.
  • Suncor’s Offer period is more than sufficient – Suncor’s Offer respects the permitted bid terms that COS put in place in 2010 and that were reconfirmed by COS’ directors and shareholders in April 2013. Taken together, the 209-day period following Suncor’s initial Offer to COS’ Board chair and president and chief executive officer, and this 60-day offer term, amount to 269 days – an ample period for COS to consider ways to improve shareholder value. Suncor believes COS’ implementation of a 120 day shareholder rights plan is an inappropriate defensive tactic. Moreover, Suncor believes that COS shareholders should have the right to determine for themselves if the Suncor Offer is their best alternative.

About Suncor’s Offer for COS

For more information about Suncor’s Offer for COS, visit

D.F. King has been retained as information agent for the Offer. Shareholders may contact D.F. King 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
Email: [email protected]


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