Canadian Oil Sands Limited in its agreement to support Suncor Energy Inc.’s amended offer valued at $6.6 billion

On October 5, 2015, Canadian Oil Sands Limited (“COS”) confirmed the commencement of Suncor Energy Inc.’s proposed $6.6 billion hostile takeover bid. Under the terms of the unsolicited offer, Suncor would acquire all of the outstanding shares of COS for total consideration of approximately $4.3 billion. Suncor would also assume approximately $2.3 billion of net debt.

On January 18, 2016 COS and Suncor announced that they have reached an agreement to support the offer by Suncor to purchase all of the shares of COS. Under the terms of the support agreement, Suncor has agreed to amend its offer to provide for an increase in the original offer to COS shareholders to 0.28 of a Suncor share for each COS share. The amended offer, with a total aggregate transaction value of approximately $6.6 billion including COS’ estimated debt of $2.4 billion, has the support of the Boards of Directors of both companies.

COS holds a 36.74 percent interest in the Syncrude project, the largest producer of light, sweet synthetic oil from Canada’s oil sands.

Osler is representing COS with a team led by Noralee Bradley, Clay Horner (Corporate/M&A); Peter Glossop (Regulatory) and including Manny Pressman, Robert Yalden, Jeremy Fraiberg, Kelsey Armstrong, Justin Sherman and Alex Gorka (Corporate/M&A); Tristram Mallett, Larry Ritchie, Shawn Irving and Geoff Grove (Litigation);  Rob Lando and Jason Comerford (US Securities).