Suncor Energy Inc. ("Suncor") (TSX: SU) (NYSE: SU) and Petro-Canada
("Petro-Canada") (TSX: PCA) (NYSE: PCZ) today announced that they
have agreed to merge the two companies. Upon completion of the
transaction, the parties have agreed the combined entity will
operate corporately and trade under the Suncor name, while
maintaining the strong brand presence and customer loyalty of
Petro-Canada in refined products.
"This merger creates a made-in-Canada energy leader with the
assets, cost structure and financial strength to compete globally,"
said Rick George, who is president and chief executive officer of
Suncor and who will assume the same role with the merged entity.
"The combined portfolio boasts the largest oil sands resource
position, a strong Canadian downstream brand, solid conventional
exploration and production assets, and low-cost production from
Canada's east coast and internationally."
Under the terms of the Arrangement Agreement entered into
between Suncor and Petro-Canada, the proposed merger will be
effected by way of a Plan of Arrangement completed under the Canada
Business Corporations Act. It will feature a common share exchange
through which Petro-Canada common shareholders will effectively
receive 1.28 common shares of the merged company for each common
share of Petro-Canada they own and each Suncor common shareholder
will receive one common share of the merged company for each common
share of Suncor they own. The exchange ratio represents an
approximate 25% premium for the Petro-Canada shares to the 30-day
weighted-average trading price of such shares. On completion of the
proposed transaction, Suncor's existing shareholders will own
approximately 60 per cent and Petro-Canada shareholders will own
approximately 40 per cent of the merged company.
The merged company will have the following key
characteristics:
- a resource base with approximately 7.5 billion barrels of oil
equivalent (boe) of proved (developed and undeveloped) and probable
reserves, on top of an estimated contingent resource base of
approximately 19 billion boe (see 2008 Reserves and Remaining
Recoverable Resources in this news release).
- strong cash flow from current crude oil and natural gas
production of approximately 680,000 boe per day (boe/d).
- a strong balance sheet, with a pro forma debt to
capitalization of 29.6 per cent and a debt-to-cash flow ratio of
1.2.
- an experienced management team, complementary cultures and
leading environmental and social responsibility practices.
- a high quality asset portfolio including:
-- a suite of oil sands growth options for both mined and
in-situ resource recovery, as well as value-added upgrading.
-- a position in every major oil development project on Canada's
East Coast.
-- low-cost international crude oil and natural gas production
from the North Sea, North Africa and Latin America.
-- refining capacity of 433,000 barrels per day (b/d) and a
strong Canadian retail brand.
-- a solid platform for further development of renewable energy
projects.
"The merger will be good for shareholders of both companies with
reduced capital requirements, operating efficiencies and
complementary integration opportunities between upstream and
downstream assets," said Ron Brenneman, who is currently president
and chief executive officer of Petro-Canada and who will assume the
role of Executive Vice Chairman in the merged company. "The
increased scale provides more stability in volatile markets, plus
the financial and organizational capability to successfully take on
large-scale projects in the future."
"More than just the strategic fit, I also believe there's a lot
of common ground in our corporate vision" said George. "Both
Petro-Canada and Suncor have a history of innovation and pushing
the frontiers of oil and gas development in Canada. And just as
importantly, both companies have taken a leadership position in
striving to develop not just resources, but also communities, the
Canadian economy and our quality of life. We've both put a strong
focus on people and our shared environment and together, I expect
that focus to be even stronger as we move forward."
The merging companies estimate achieving annual operating
expenditure reductions of $300 million. These savings are expected
to come from efficiencies in overlapping operations, streamlining
business practices, and improved logistics. The companies also
expect to achieve annual capital efficiencies of approximately $1
billion through elimination of redundant spending and targeting
capital budgets to high-return, near term projects.
The merged company's Board of Directors is expected to comprise
12 Directors, including eight members from Suncor's current board
and four members from Petro-Canada's current board. John Ferguson,
Suncor Energy Chairman, will serve as Chairman of the Board of
Directors of the merged company.
Completion of the proposed merger is conditional on approval of
Suncor and Petro-Canada shareholders, compliance with the
Competition Act, and satisfaction of other customary approvals
including regulatory, stock exchange, and Court of Queen's Bench of
Alberta approvals. The required shareholder approval will be two
thirds of the votes cast by holders of Suncor common shares and two
thirds of the votes cast by holders of Petro-Canada common shares
at meetings of Suncor and Petro-Canada, respectively, held to
consider the proposed merger. Suncor and Petro-Canada will defer
their annual and general meetings so that combined annual and
special shareholder meetings for each of Suncor and Petro-Canada
can be held in late May or early June to consider annual
shareholder business and the proposed merger. Suncor and
Petro-Canada anticipate that the proposed merger will be completed
in the third quarter of 2009.
It is expected that a joint information circular will be sent to
the shareholders of each company in April. The Arrangement has been
structured to allow shareholders of Petro-Canada and Suncor to
receive shares of the merged company on a tax-deferred basis for
Canadian and United States income tax purposes. The Arrangement
Agreement provides that each party is subject to non-solicitation
provisions and for the payment of a fee of $300 million to either
party in the event that the transaction is not completed for
certain reasons other than, among other things, shareholder and
regulatory approval.
The merged company will continue to be governed by the
provisions of the Petro-Canada Public Participation Act. Key
provisions provide that the head office will be in Calgary,
Alberta; no single shareholder or group acting in concert can hold
more than 20% of the outstanding shares of the merged company; and
the public can communicate with and obtain services from head
office in either of Canada's official languages.
Both Boards of Directors have determined that the proposed
merger is in the best interest of their respective companies based
in part upon fairness opinions received from their financial
advisors. CIBC World Markets and Morgan Stanley are acting as
financial advisors to Suncor for the purposes of this transaction.
Petro-Canada retained RBC Capital Markets and Deutsche Bank as its
financial advisors. Blake, Cassels and Graydon LLP served as legal
counsel to Suncor. Petro-Canada retained Macleod Dixon LLP as its
legal counsel, and Torys LLP in connection with the Petro-Canada
Public Participation Act and United States legal issues.
Subject to the approval of the stock exchanges, the merged
company's shares will trade on both the Toronto and New York stock
exchanges under the symbol (SU).
Background Information
2008 Operating Statistics
----------------------------------------------------------------------------
Suncor Petro- Combined
Canada
----------------------------------------------------------------------------
UPSTREAM
Production, net before royalties (2008)
Oil Sands (bbl/d) 228,000 59,900 287,900
Conventional Oil (bbl/d) 3,100 240,800 243,900
Natural Gas (mmcf/d) 202 706 908
----------------------------------------------------------------------------
Total (boe/d) 264,700 418,400 683,100
----------------------------------------------------------------------------
DOWNSTREAM
Refined product sales
(thousands of cubic metres/day for 2008)
Gasoline 15.9 23.4 39.3
Distillate 10.8 18.9 29.7
Other, including petrochemicals 4.8 10.1 14.9
----------------------------------------------------------------------------
Total 31.5 52.4 83.9
Retail sites (at year end 2008) 427 1,323 1,750
Refining capacity (bbl/d) 178,000 255,000 433,000
----------------------------------------------------------------------------
CORPORATE
Employees (number at year-end 2008) 6,798 6,088 12,886
----------------------------------------------------------------------------
Balance Sheet Information: 2008 Actuals
Suncor
----------------------------------------------------------------------------
($ millions)
----------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents 660
Accounts receivable 1,580
Inventories 909
Income taxes receivable 67
Future income taxes 21
----------------------------------------------------------------------------
Total current assets 3,237
Property, plant and equipment, net 28,316
Deferred charges and other 975
----------------------------------------------------------------------------
Total assets 32,528
----------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Short-term debt 11
Accounts payable and accrued liabilities 3,229
Taxes other than income taxes 97
Income taxes payable 81
Future income taxes 111
----------------------------------------------------------------------------
Total current liabilities 3,529
Long-term debt 7,875
Accrued liabilities and other 1,986
Future income taxes 4,615
Total shareholder's equity 14,523
----------------------------------------------------------------------------
Total liabilities and shareholder's equity 32,528
----------------------------------------------------------------------------
2008 CASH FLOW FROM OPERATING ACTIVITES 4,462
----------------------------------------------------------------------------
RATIOS
Debt-to-debt plus equity (%) 35.2
----------------------------------------------------------------------------
Balance Sheet Information: 2008 Actuals
Petro-Canada
----------------------------------------------------------------------------
($ millions)
----------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents 1,445
Accounts receivable 2,844
Inventories 1,289
Income taxes receivable -
Future income taxes 25
----------------------------------------------------------------------------
Total current assets 5,603
Property, plant and equipment, net 23,485
Deferred charges and other 1,289
----------------------------------------------------------------------------
Total assets 30,377
----------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Short-term debt 3
Accounts payable and accrued liabilities 3,186
Income taxes payable 1,018
Future income taxes -
----------------------------------------------------------------------------
Total current liabilities 4,207
Long-term debt 4,746
Accrued liabilities and other 2,767
Future income taxes 3,182
Shareholder's equity 15,475
----------------------------------------------------------------------------
Total liabilities and shareholder's equity 30,377
----------------------------------------------------------------------------
2008 CASH FLOW FROM OPERATING ACTIVITES 6,522
----------------------------------------------------------------------------
RATIOS
Debt-to-cash flow from operating activities (times) 0.7
Net debt-to-cash flow from operating activities (times) 0.5
Debt-to-debt plus equity (%) 23.5
----------------------------------------------------------------------------
2008 Year-End Reserves and Remaining Recoverable Resources
Readers are cautioned that the combined estimate of remaining
recoverable resources set forth below combines multiple estimates
of proved and probable reserves, best estimate contingent resources
and 2C contingent resources, which statistical principles indicate
may be misleading as to volumes that may actually be recovered. The
foregoing volumes are not intended to be indicative of volumes that
may actually be recovered and are provided for illustrative
purposes only. Readers are cautioned not to place undue reliance on
such numbers due to a variety of risks inherent in the manner in
which such volumes are presented here, including but not limited
to: material differences in the manner in which Petro-Canada and
Suncor calculate their reserves and resources; inherent
difficulties in combining reserve and resource volumes developed
under differing standards and requirements; and the use of
different pricing methodology.
As at December 31, 2008(1)(2) Suncor(3)(5) Petro- Suncor +
(Columns may not total due to Canada(4)(7) Petro-
rounding) Canada
Combined
Oil Sands (6)
MMboe
Proved Reserves (Developed and
Undeveloped) 2,500 570 3,070
Probable Reserves 2,500 510 3,010
Contingent Resources 10,000 6,170 16,170
Total 15,000 7,250 22,250
North America
(Conventional Crude Oil, NGL, and
Natural Gas)
MMboe
Proved Reserves (Developed and
Undeveloped) 100 250 350
Probable Reserves - 100 100
Contingent Resources - 1,500 1,500
Total (MMboe) 100 1,850 1,950
Offshore - East Coast and North Sea
(Conventional Crude Oil, NGL, and
Natural Gas)
MMboe
Proved Reserves (Developed and
Undeveloped) - 250 250
Probable Reserves - 250 250
Contingent Resources - 500 500
Total (MMboe) - 1,000 1,000
Other International
(Conventional Crude Oil, NGL, and Natural Gas)
MMboe
Proved Reserves (Developed and Undeveloped) - 160 160
Probable Reserves - 250 250
Contingent Resources - 750 750
Total (MMboe) - 1,160 1,160
Remaining Recoverable Resources (8)
MMboe
Proved (Developed and Undeveloped) + Probable
Reserves 5,100 2,350 7,450
Contingent Resources 10,000 8,920 18,920
Total (MMboe) 15,100 11,270 26,370
Note: Totals may not add due to rounding
(1) Natural Gas is converted to barrels of oil equivalent (boe) using six
(6) mcf of gas to one (1) boe.
(2) Reserve and Resource estimates are working interests before royalties.
(3) Suncor's reserve and resource estimates are in accordance with Canadian
requirements under National Instrument 51-101 Standards of Disclosure
for Oil and Gas Activities ("NI 51-101") of the Canadian Securities
Administrators. For additional information regarding the categories and
definitions for different classes of reserves and resources, see
Suncor's Annual Information Form dated March 2, 2009 (the Suncor AIF),
a copy of which is available under Suncor Energy's profile on
www.sedar.com.
(4) Petro-Canada's reserve and resource estimates are in accordance with the
table below. For additional information regarding the categories and
definitions for different classes of reserves and resources, see Petro-
Canada's Annual Information Form dated March 18, 2009 (the Petro-Canada
AIF), a copy of which is available under Petro-Canada's profile on
www.sedar.com.
(5) Suncor uses NI 51-101 for proved reserves and Petro-Canada uses SEC and
FASB standards as well as SEC Guide 7 for Mining when preparing and
reporting reserves. Such reserves information may differ and such
differences may be material. These differences relate to the SEC
requirement, employed by Petro-Canada, for disclosure only of proved
reserves calculated at constant year-end prices and costs, while NI
51-101 requires disclosure, employed by Suncor, at forecast prices and
costs. Also, the definition of proved reserves differs between SEC and
NI 51-101 requirements.
(6) Petro-Canada's in-situ bitumen reserves and resources have been
converted to synthetic oil volumes (SCO) using the conversion 1 bbl
bitumen = 0.8 bbl SCO.
(7) Under Petro-Canada's disclosure, although the SPE PRMS resource
classification has categories of 1C, 2C and 3C for contingent resources,
the estimates above will only refer to the 2C for contingent resources.
Suncor's disclosure of contingent resources, although it employs
estimates of low, best and high, the estimates above only refer to best
estimates.
(8) Remaining recoverable resources volume is an (unrisked) arithmetic sum
of multiple estimates of proved and probable reserves, best estimate
contingent resources and 2C contingent resources, which statistical
principles indicate may be misleading as to volumes that may actually be
recovered. Readers should give attention to the estimates of individual
classes of reserves or resources and appreciate the differing
probabilities of recovery associated with each class as explained in the
Suncor AIF and Petro-Canada AIF which are available under each company's
respective profile on www.sedar.com. The contingent resources have not
been adjusted for risk based on the chance of development. This is not
an estimate of volumes that may be recovered. Actual recovery may be
materially less.
Proved oil and natural gas reserves The United States Securities and
(includes both proved developed and Exchange Commission (the "SEC")
proved undeveloped) reserves definition (Accounting Rules
Regulation S-X 210.4-10, U.S.
Financial Accounting Standards Board
("FASB") Statement No. 69)
SEC Guide 7 for Oil Sands Mining
Probable reserves Canadian Securities Administrators:
Canadian Oil and Gas
Evaluation ("COGE") Handbook, Vol. 1
Section 5 prepared by the
Society of Petroleum Evaluation
Engineers ("SPEE") and the
Canadian Institute of Mining
Metallurgy and Petroleum ("CIM")
Contingent resources Petroleum Resources Management System
(SPE PRMS); Society of
Petroleum Engineers, SPEE, World
Petroleum Congress and
American Association of Petroleum
Geologists definitions (approved
March 2007); Canadian Securities
Administrators; COGE Handbook
Vol.1, Section 5.
Analyst Conference Call
An analyst conference call will be held for the investment
community on Monday morning, March 23, at 7 a.m. MDT (9 a.m. EDT).
To call in, analysts or media should dial toll free:
From North America: 1-866-696-5910
From elsewhere: 00-800-8989-6336
Participants need to enter the pass code number 2463731.
Should you have difficulty joining the call, please dial
1-416-340-2217.
Please register at least 10 minutes before the start of the
conference call.
A live audio webcast of the analyst conference call will be
available via both www.petro-canada.ca and www.suncor.com or by
going to the following weblink:
http://events.startcast.com/events6/Default.aspx?EID=3f8cdcb1-7a8c-40ae-a1ef-76afc50d3ace
An archived version of the webcast will be available after the
conference call. The archive will also be available until April 6,
2009 by dialing:
From North America: 1-800-408-3053 or 416-695-5800
From elsewhere: 00-800-3366-3052
Participants need to enter the pass code number 3046101.
News Conference
A news conference will be held for media on Monday morning,
March 23, at 8:30 a.m. MDT (10:30 a.m. EDT). The news conference
will be held in Glen Room 206 in the south building of the Telus
Convention Centre, 120 9th Avenue S.E., Calgary, Alberta.
To call in and ask questions, media should dial toll free:
From North America: 1-888-789-9572
From elsewhere: 00-800-6578-9818
Participants need to enter the pass code number 4361810.
Should you have difficulty joining the call, please dial
1-416-695-7806.
Please register at least 10 minutes before the start of the
conference call.
A live audio webcast of the news conference will be available
via both www.petro-canada.ca and www.suncor.com. An archived
version of the webcast will be available after the conference call.
The archive will also be available until April 6, 2009 by
dialing:
From North America: 1-800-408-3053 or 416-695-5800
From elsewhere: 00-800-3366-3052
Participants need to enter the pass code number 6187446.
Advisory Regarding Forward-Looking Information and
Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
statements or information. More particularly and without
limitation, this press release contains forward looking statements
and information concerning: the merged company's assets, cost
structure, financial position, cash flow and growth prospects; the
merged company's petroleum and natural gas production, reserves and
resources; future project development; the anticipated benefits
from the merger including reduced capital requirements, cost
savings, improved operating and capital efficiencies and
integration opportunities the name, board of directors and
leadership of the merged company; the timing of the shareholder
meetings and publication of related shareholder materials to
consider the proposed merger and the expected completion date of
the proposed merger; the anticipated tax treatment of the proposed
merger; the stock exchange listing of the merged company's shares;
and certain combined operational and financial information.
Furthermore, the combined information set forth in the press
release should not be considered to be what the actual reserves,
resources, financial position or other results of operations would
have necessarily been had Suncor Energy and Petro-Canada operated
as a single merged company as at or for the periods presented.
The forward-looking statements and information in this press
release are based on certain key expectations and assumptions made
by Suncor and Petro-Canada, including expectations and assumptions
concerning: the accuracy of reserve and resource estimates;
customer demand for the merged company's products; commodity prices
and interest and foreign exchange rates; planned synergies, capital
efficiencies and cost-savings; applicable royalty rates and tax
laws; future production rates; the sufficiency of budgeted capital
expenditures in carrying out planned activities; the availability
and cost of labour and services; and the receipt, in a timely
manner, of regulatory, security holder and third party approvals in
respect of the proposed merger. Although Suncor and Petro-Canada
believe that the expectations and assumptions on which such
forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the
forward-looking statements and information because Suncor and
Petro-Canada can give no assurance that they will prove to be
correct.
Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks. These include, but are not limited to the risks associated
with the oil and gas industry in general such as: operational risks
in development, exploration and production; delays or changes in
plans with respect to exploration or development projects or
capital expenditures; the uncertainty of reserve and resource
estimates and estimates and projections relating to production,
costs and expenses; health, safety and environmental risks;
commodity price, interest rate and exchange rate fluctuations;
marketing and transportation or petroleum and natural gas and loss
of markets; environmental risks; competition; failure to realize
the anticipated benefits of the merger and to successfully
integrate Suncor and Petro-Canada; ability to access sufficient
capital from internal and external sources; failure to obtain
required regulatory, security holder and other third party
approvals in respect of the merger; and changes in legislation,
including but not limited to tax laws, royalty rates and
environmental regulations. There are risks also inherent in the
nature of the proposed transaction, including: failure to realize
anticipated synergies or cost savings; risks regarding the
integration of the two entities; incorrect assessments of the
values of the other entity; and failure to obtain any required
regulatory and other third party approvals (or to do so in a timely
manner). This press release also contains forward-looking
statements and information concerning the anticipated completion of
the proposed transaction and the anticipated timing for completion
of the transaction. Suncor and Petro-Canada have provided these
anticipated times in reliance on certain assumptions that they
believe are reasonable at this time, including assumptions as to
the time required to prepare and mail the shareholder meeting
materials; the timing of receipt of the necessary regulatory, court
and other third party approvals; and the time necessary to satisfy
the conditions to the closing of the transaction. These dates may
change for a number of reasons, including unforeseen delays in
preparing meeting materials, inability to secure necessary
regulatory, court or other third party approvals in the time
assumed or the need for additional time to satisfy the conditions
to the completion of the transaction. As a result of the foregoing,
readers should not place undue reliance on the forward-looking
statements and information contained in this press release
concerning these times.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that
could affect the operations or financial results of Suncor,
Petro-Canada or the merged company are included in reports on file
with applicable securities regulatory authorities and may be
accessed through the SEDAR website (www.sedar.com), the SEC's
website (www.sec.gov) or, in the case of Suncor, at Suncor's
website (www.suncor.com), and in the case of Petro-Canada, at
Petro-Canada's website (www.petro-canada.ca).
The forward-looking statements and information contained in this
press release are made as of the date hereof and Suncor and
Petro-Canada undertake no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
ABOUT SUNCOR
Suncor Energy Inc. is an integrated energy company headquartered
in Calgary, Alberta. Suncor's oil sands business, located near Fort
McMurray, Alberta, extracts and upgrades oil sands and markets
refinery feedstock and diesel fuel, while operations throughout
western Canada produce natural gas. Suncor operates a refining and
marketing business in Ontario with retail distribution under the
Sunoco brand. U.S.A. downstream assets include pipeline and
refining operations in Colorado and Wyoming and retail sales in the
Denver area under the Phillips 66� brand. Suncor's common shares
(symbol: SU) are listed on the Toronto and New York stock
exchanges.
Suncor Energy (U.S.A.) Inc. is an authorized licensee of the
Phillips 66� brand and marks in the state of Colorado. Sunoco in
Canada is separate and unrelated to Sunoco in the United States,
which is owned by Sunoco, Inc. of Philadelphia.
ABOUT PETRO-CANADA
Petro-Canada is one of Canada's largest oil and gas companies,
operating in both the upstream and the downstream sectors of the
industry in Canada and internationally. The Company creates value
by responsibly developing energy resources and providing world
class petroleum products and services. Petro-Canada is proud to be
a National Partner to the Vancouver 2010 Olympic and Paralympic
Winter Games. Petro-Canada's common shares trade on the Toronto
Stock Exchange under the symbol PCA and on the New York Stock
Exchange under the symbol PCZ.
Contacts: Investor inquiries: John Rogers, Suncor (403) 269-8671
Media inquiries: Shawn Davis, Suncor (403) 920-8379 Website:
www.suncor.com Investor inquiries: Ken Hall, Petro-Canada (403)
296-7859 Media inquiries: Victoria Barrington, Petro-Canada (403)
296-8589 Website: www.petro-canada.ca
Petro Canada (NYSE:PCZ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Petro Canada (NYSE:PCZ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024