Cenovus intends to implement a normal course tender offer
CALGARY, Alberta, Nov. 04, 2021 (GLOBE NEWSWIRE) – Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced that the Toronto Stock Exchange (TSX) has accepted the Notice of Intent to the company to implement a public tender offer (“NCIB”) to purchase up to 146,451,823 common shares during the 12-month period beginning November 9, 2021 and ending November 8, 2022.
Cenovus’ intention to launch a share buyback program, along with its recently announced dividend increase, is in line with the company’s capital allocation framework, which supports improving investor value by returning liquidity to shareholders, generating strong returns on capital investment and deleveraging. Cenovus believes there are times when the price of its common shares may not fully reflect the underlying value of its business and its prospects for the future. Based on the price of its common shares and other relevant factors, the Company believes that the purchase of common shares represents an attractive investment opportunity and is in the best interests of Cenovus and its shareholders.
The number of shares authorized for purchase represents 10% of the free float of Cenovus, as defined by the TSX, as of October 29, 2021. As of October 29, 2021, Cenovus had 2,017,677,419 common shares outstanding. Purchases will be made on the open market through the facilities of the TSX, the New York Stock Exchange (NYSE) and / or alternative trading systems in Canada and the United States at market prices in effect at the time. acquisition or at such other price as may be permitted by securities laws, including Rule 10b-18 under the United States Securities Exchange Act of 1934, as amended, or any exemption from this one.
Cenovus has also entered into an Automatic Stock Purchase Plan (“ASPP”), with RBC Dominion Securities Inc. as designated broker, allowing it to purchase common shares under the tender offer while the company would normally not be allowed to buy shares due to customary self-imposed restrictions and blackout periods. Pursuant to the ASPP, Cenovus will provide its designated broker with instructions during the blackout periods, which cannot be changed or suspended during the blackout period. Purchases made by Cenovus’ Designated Broker will be in accordance with stock exchange rules, applicable securities laws and the terms of the ASPP. All purchases made under the RPAA are included in the calculation of the number of common shares purchased under the public tender offer. The ASPP has been pre-authorized as required by the TSX.
The actual number of common shares that may be purchased under the tender offer and the timing of such purchases will be determined by Cenovus. The average daily trading volume through the facilities of the TSX during the last six months ended was 5,765,664 common shares. Accordingly, daily purchases through the facilities of the TSX will be limited to 1,441,416 Common Shares, which is equivalent to 25% of the average daily trading volume, with exceptions for bulk purchases. Purchases on the NYSE will be made in accordance with the volume limitations of Rule 10b-18 with respect to the average daily trading volume and block trades. All common shares acquired by Cenovus under the tender offer will be canceled.
This press release contains certain forward-looking statements and information (collectively referred to as “forward-looking information”) within the meaning of applicable securities laws, including the United States Private Securities Litigation Reform Act of 1995, regarding Cenovus’ current expectations, estimates and projections on the future of the combined company, based on certain assumptions made in the light of experiences and perceptions of historical trends. Although Cenovus believes that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct.
Forward-looking information contained in this press release is identified by words such as “intention” or “will” or similar expressions and includes suggestions for future results, including, but not limited to, statements about the launch. a share buyback program as part of a public buyback offer and the acquisition and cancellation of Cenovus common shares under this program.
The development of forward-looking information involves the use of a number of assumptions and the consideration of certain risks and uncertainties, some of which are specific to Cenovus and others that apply to the industry generally.
Readers are cautioned that other events or circumstances, although not listed above, could cause Cenovus’ actual results to differ materially from those estimated or projected and expressed or implied in the forward-looking statements. For a full discussion of material risk factors, see “Risk Management and Risk Factors” in Cenovus’ MD&A on Financial and Operating Results for the Year Ended December 31, 2020 and Risk Factors. risk set out under “Risk Factors” in Cenovus’ Annual Information Form, and the risk factors described in other documents that Cenovus files from time to time with securities regulatory authorities in Canada, available on SEDAR at sedar.com, and with the United States Securities and Exchange Commission on EDGAR at sec. gov, and on its website at cenovus.com.
Cenovus Energy Inc.
Cenovus Energy Inc. is an integrated energy company that operates oil and natural gas production activities in Canada and the Asia-Pacific region, as well as upgrader, refining and marketing activities in Canada and the United States. United States. The company focuses on managing its assets in a safe, innovative and profitable manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company’s preferred shares are listed on the Toronto Stock Exchange. For more information, visit cenovus.com.
Find Cenovus on Facebook, Twitter, LinkedIn, YouTube and Instagram.
|General Investor Relations Line||General Press Relations Line|