Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending MEG Shareholders Vote FOR the Value-Enhancing Transaction with Cenovus

• Glass Lewis highlights that the Cenovus Transaction "offers clear industrial logic, synergies, and diversification benefits that provide a stronger long-term platform for MEG's assets"
  
  
  
  
• Cenovus Transaction accelerates value realization from MEG's standalone plan, delivering production capacity of 150,000 bpd at Christina Lake by 2028 through incremental capital investment
  
  
  
  
• Cenovus Transaction provides MEG Shareholders with substantial cash and highly liquid share consideration and upside participation in long-term value creation potential
  
  
  
  
• MEG Shareholders are encouraged to deposit their proxies and vote FOR the Cenovus Transaction ahead of the proxy deadline of October 7, 2025 at 9:00 a.m. (Calgary Time)
  
  
  
  
• For questions or assistance, contact Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers outside North America, [email protected]

All amounts in Canadian dollars unless specified.

CALGARY, AB, Oct. 1, 2025 /CNW/ - MEG Energy Corp. (TSX:MEG) ("MEG", or the "Company") is pleased to announce that a second leading independent proxy advisory firm has provided a positive recommendation on the Cenovus Transaction (as defined below). Glass, Lewis & Co. ("Glass Lewis") has issued a report recommending shareholders of MEG ("MEG Shareholders") vote FOR the Cenovus Transaction. Glass Lewis has made this recommendation following an in-depth review of both the Cenovus Transaction and the revised unsolicited offer from Strathcona Resources Ltd. ("Strathcona"). On September 26, 2025, independent proxy advisory firm Institutional Shareholder Services Inc. also provided a recommendation that MEG Shareholders vote FOR the Cenovus Transaction.

In arriving at its recommendation for MEG Shareholders to vote FOR the Cenovus Transaction, Glass Lewis highlighted the following:

• "MEG's board can be credited with conducting a process that ultimately resulted in a higher offer than the initial unsolicited bid", while also noting that MEG "pushed Cenovus to improve its offer twice";
  
  
  
  
• The Cenovus Transaction is "expected to unlock significant operational synergies, particularly given the contiguous nature of the properties";
  
  
  
  
• Cenovus has "extensive experience with large-scale integrations and appears better positioned to absorb MEG smoothly";
  
  
  
  
• "Strathcona lacks Cenovus's operating history with MEG's flagship asset and does not offer the same adjacency synergies", noting that "Strathcona carries somewhat higher integration risk, as it is a relatively newer entity and has not previously operated an asset on the scale of MEG's Christina Lake";
  
  
  
  
• "MEG shareholders could be accepting stock in Strathcona at a relatively high valuation point, with downside risks if multiples contract"; and
  
  
  
  
• "From a risk-adjusted standpoint, Cenovus's consideration therefore appears more secure, offering both cash certainty and exposure to stable equity for the balance".

Glass Lewis is a leading independent proxy voting and corporate governance advisory firm whose shareholder voting recommendations are subscribed to by many pension funds, investment managers, mutual funds, and other institutional shareholders.

Cenovus Transaction Overview

On August 22, 2025, MEG announced it had entered into an arrangement agreement (the "Arrangement Agreement") with Cenovus Energy Inc. (TSX:CVE) (NYSE:CVE) ("Cenovus") under which Cenovus will acquire all of the issued and outstanding MEG common shares (each, a "MEG Share") in a transaction that values MEG at $28.26 per MEG Share on a fully prorated basis at Cenovus's closing share price on September 30, 2025, representing an enterprise value of approximately $8.2 billion, including assumed debt (the "Cenovus Transaction").

The Cenovus Transaction provides MEG Shareholders with a choice to elect their preferred form of consideration and is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) where each MEG Shareholder will be entitled to elect to receive:

i.        $27.25 in cash per MEG Share; or

ii.        1.325 Cenovus common shares (each whole share, a "Cenovus Share") per MEG Share; or

iii.        a combination thereof,

in all cases, subject to rounding and proration based on the maximum amount of cash and the maximum amount of Cenovus Shares to be provided to MEG Shareholders, as set out in the Arrangement Agreement. 

On a fully pro-rated basis, consideration per MEG Share represents approximately $20.44 in cash and 0.33125 of a Cenovus Share.

The Cenovus Transaction is subject to a number of conditions, including, among others: (a) approval by at least 66⅔% of the MEG Shareholders represented in person or by proxy at a special meeting of MEG Shareholders (the "Meeting"); (b) approval of the Court of King's Bench of Alberta (the "Court"); (c) receipt of certain required regulatory and government approvals including the Competition Act Approval and the HSR Approval (each as defined in Arrangement Agreement); and (d) other customary closing conditions. The Competition Act Approval and the HSR Approval were obtained on September 25, 2025 and September 16, 2025, respectively.

The October 7, 2025 9:00 am (Calgary time) proxy voting deadline is approaching. The MEG Board of Directors recommends MEG Shareholders vote FOR the Cenovus Transaction.

MEG Shareholders will vote on the Cenovus Transaction at the Meeting which will be held on October 9, 2025 at 9:00 a.m. (Calgary Time), in person at Brookfield Place, 225 – 6th Avenue S.W., Suite 1400, Calgary, Alberta, or through a live audio webcast accessible at https://meetings.lumiconnect.com/400-560-917-636. The password for the live audio webcast of the Meeting is "meg2025", case-sensitive.

Due to the time sensitivity and the Canada Post strike, MEG Shareholders are strongly encouraged to only vote online or by telephone. The proxy voting deadline is October 7, 2025 at 9:00 a.m. (Calgary time).

If you have not yet received your voting materials: Please contact your broker or investment advisor to obtain your 16-digit control number and vote immediately at www.proxyvote.com. Alternatively, contact Sodali & Co. at 1-888-999-2785 or [email protected] for help casting your vote.

For questions or assistance voting their proxy, MEG Shareholders should contact Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers outside North America, [email protected]

MEG filed an information circular ("Circular") on September 12, 2025, providing further details on the Meeting and the Cenovus Transaction, including voting and election instructions, and MEG Shareholders are encouraged to review the Circular. MEG Shareholders are urged to vote well in advance of the Meeting.

In addition, a copy of the Circular and additional information on the Meeting can be found at: https://www.megenergy.com/investors/shareholder-information/special-meeting-of-meg-shareholders/.

Advisors

BMO Capital Markets and Burnet, Duckworth & Palmer LLP are acting as financial advisor and legal counsel, respectively, to the Company. RBC Capital Markets and Norton Rose Fulbright Canada LLP are acting as financial advisor and legal counsel, respectively, to MEG's Special Committee.

Forward-Looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Words such as "expect", "will", "could", "appear", "long-term", "potential", "condition", "subject to", and similar expressions suggesting future events or future performance are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements and information relating to: the expected completion of the Cenovus Transaction and the terms thereof; anticipated benefits of the Cenovus Transaction including that the Cenovus Transaction offers clear industrial logic, synergies and diversification benefits that provide a stronger long-term platform for MEG's assets, accelerates value realization from MEG's standalone plan and provides MEG Shareholders with substantial cash and highly liquid share consideration and that MEG Shareholders will have an opportunity to participate in the upside potential of the combined company in the long-term; anticipated production capacity of 150,000 bpd at Christina Lake by 2028; expectations that the Cenovus Transaction will unlock significant operational synergies and the reasons therefor; expectations with respect to the disadvantages of the revised Strathcona offer including higher integration risk, lack of synergies and potential downside risk related to Strathcona shares; that the consideration under the Cenovus Transaction provides exposure to stable equity; the anticipated timing of the Meeting; and other similar statements.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent known and unknown risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, risks and uncertainties including, without limitation: completion of the Cenovus Transaction on the anticipated terms and timing, or at all, including obtaining the requisite Court and MEG Shareholder approvals and the satisfaction of the conditions to closing the Cenovus Transaction; assumptions regarding the revised Strathcona offer and Strathcona's operations; the effect or outcome of litigation; the existence of any laws or material changes thereto that may adversely affect Cenovus or MEG or impact the completion of the Cenovus Transaction; potential adverse changes to business prospects and opportunities resulting from the announcement or completion of the Cenovus Transaction; and general business, market and economic conditions.

These forward-looking statements and information are based on certain key expectations and assumptions made by MEG. Completion of the Cenovus Transaction is subject to a number of conditions which are typical for transactions of this nature. Assumptions have been made with respect to the satisfaction of all conditions precedent under the Arrangement Agreement. Although MEG believes 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 as MEG cannot give any assurance that they will prove to be correct. Accordingly, readers are cautioned that the actual results achieved may vary from the forward-looking information provided herein and that the variations may be material. Readers are also cautioned that the foregoing list of assumptions, risks and factors is not exhaustive.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Cenovus Transaction can be found in MEG's other public disclosure documents which are available through the Company's website at http://www.megenergy.com/investors and through the SEDAR+ website at www.sedarplus.ca.

The forward-looking information included in this news release is expressly qualified in its entirety by the foregoing cautionary statements. Unless otherwise stated, the forward-looking information included in this news release is made as of the date of this news release and MEG assumes no obligation to update or revise any forward-looking information to reflect new events or circumstances, except as required by law.

For further information:

Shareholder Questions:

MEG Investor Relations, 403.767.0515, [email protected]

Sodali & Co., 1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers outside North America, [email protected]

Media Questions:

MEG Media Relations, 403.775.1131, [email protected]

 

SOURCE MEG Energy Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/October2025/01/c6867.html