Suncor Energy informed by Alberta Securities Commission regarding hearing date for challenge of Canadian Oil Sands’ new shareholder rights plan

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Suncor Energy informed by Alberta Securities Commission regarding hearing date for challenge of Canadian Oil Sands’ new shareholder rights plan

Press Release

CALGARY, ALBERTA–(Nov. 5, 2015) – Suncor Energy Inc. (“Suncor”) has been informed that the Alberta Securities Commission (“ASC”) will hold a hearing on November 26, 2015. The purpose of the hearing is to consider the new shareholder rights plan adopted by the Canadian Oil Sands Limited (“COS” TSX Symbol “COS”) board of directors on October 6, 2015 in response to Suncor’s offer to acquire all of the outstanding shares of COS made to COS shareholders on October 5, 2015. The hearing is a result of Suncor’s application for an order to cease trade the new shareholder rights plan, which is in addition to COS’ original shareholder rights plan which was in place prior to Suncor making its Offer.

Suncor’s Offer was made as a 60 day “permitted bid” in accordance with the terms of the COS shareholder rights plan approved by the COS board of directors and shareholders in 2013. COS’ new shareholder rights plan, adopted after Suncor’s bid without shareholder approval, would require a take-over bid to be open for 120 days in order to constitute a “permitted bid”.

“We are asking the ASC to strike down the new rights plan so that COS shareholders can decide for themselves – and in a timely fashion – whether to tender their shares to our full and fair Offer,” said Steve Williams, Suncor’s president and chief executive officer. “COS has had more than enough time to identify and present to shareholders any value enhancement alternatives that may exist. The board and management of COS have been aware of our interest for more than 239 days, and our Offer respects the 60 day permitted bid term that the COS board of directors asked its shareholders to reconfirm in 2013. We believe this new COS rights plan is an inappropriate defensive tactic that runs counter to the best interests of COS shareholders.”

Suncor’s Offer provides a period of 60 days for COS to consider ways to improve shareholder value and for COS shareholders to consider the Suncor Offer. Suncor believes this period is more than adequate for COS to consider a transaction with Suncor or present its shareholders with another value-enhancing alternative.

About Suncor’s Offer to COS shareholders

Suncor is offering to acquire all of the outstanding shares of COS. Under the terms of the Offer, each COS shareholder will receive consideration of 0.25 of a Suncor share per COS share. Based on the closing price of Suncor’s shares on October 30, 2015, this Offer represents an implied value of $9.73 per COS share or a significant 57% premium to the pre-Offer trading price of $6.19 per COS share. Due to the subsequent increase in Suncor’s share price, as at October 30, 2015, this also represents an increase of over 10% in the implied value of COS shares since the Offer was announced on October 5, 2015.

In addition to this immediate value, COS shareholders will receive a 45% cash dividend increase and a tax-deferred rollover. COS shareholders will also benefit from ongoing ownership of shares of Suncor, a financially stronger, more diversified and stable company that, relative to COS, has delivered better share price performance even in the current low oil price environment. Over the past five years, through changing oil price environments, Suncor has increased its dividend by 190% and delivered a total shareholder return of over 15%. During that same period, Canadian Oil Sands has cut its dividend by 90% and its shareholders have endured a negative total shareholder return of 69%.

For more information about Suncor’s Offer for COS, visit http://www.suncorofferforcanadianoilsands.com

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]

AB2

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