Suncor Energy Inc. and Petro-Canada File Joint Information Circular and Proxy Statement
May 01 2009 - 11:20AM
Marketwired
Suncor Energy Inc. (Suncor) and Petro-Canada (Petro-Canada) today
reported that each company has filed the Joint Information Circular
and Proxy Statement (Circular) with securities regulators in Canada
and the United States. The Circular has been filed on the SEDAR
website (www.sedar.com), the Securities Exchange Commission's
(SEC's) website (www.sec.gov) and is available on the joint merger
site at www.suncorpetro-canada.com. Shareholders of record on April
28, 2009 will receive a paper copy of the Circular by mail unless
they have previously opted to receive materials electronically.
"We've taken the next important step in the merger process,"
said Rick George, who will be president and chief executive officer
of the proposed merged company. "Our respective shareholders will
soon receive information outlining the significant benefits of the
merger of the two companies, including the proposed Directors and
senior management, who will provide governance and leadership to
the new organization."
The Circular includes an amended version of the Plan of
Arrangement. The amendments include additional steps providing
individual Suncor and Petro-Canada shareholders, resident in
Canada, an election to effect a realization of a capital gain (or a
capital loss) for Canadian federal income tax purposes in
connection with the proposed merger. The merger will generally be
tax-deferred for Canadian and U.S. federal income tax purposes for
Suncor and Petro-Canada shareholders who do not, or are not
eligible to, make such an election. In addition, the Plan of
Arrangement was amended so that no one person may own or control,
directly or indirectly, more than 20% of the outstanding shares of
the merged company immediately after the completion of the proposed
transaction. The Circular also includes the proposed Board of
Directors and executive officers for the merged company.
Annual General and Special meetings of the Suncor and
Petro-Canada shareholders will be held on June 4, 2009 in the
Wildrose Ballroom at the Sheraton Eau Claire in Calgary. The
Petro-Canada meeting will commence at 9:00 a.m. and the Suncor
meeting will commence at 1:00 p.m. All shareholders are encouraged
to vote in person or by proxy. Details on how to vote are contained
in the Circular.
Completion of the proposed merger is conditional on approval by
Suncor and Petro-Canada shareholders, compliance with the
Competition Act (Canada) and satisfaction of other customary
conditions, including regulatory, stock exchange and Court of
Queen's Bench of Alberta approvals. It is expected that the merger
will be completed in the third quarter of 2009.
Suncor and Petro-Canada have retained Kingsdale Shareholder
Services Inc. (Kingsdale) to act as proxy solicitation agent and to
respond to inquiries from shareholders. Kingsdale may be contacted
at 1-866-851-2638 toll-free in North America, at (416) 867-2272
outside of North America or by email at
contactus@kingsdaleshareholder.com.
For further information on the Suncor and Petro-Canada merger go
to (www.suncorpetro-canada.com).
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 "proposed", "may,"
"platform", "goal", "expected" 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
leadership of the merged company; the timing of the shareholder
meetings and publication of related shareholder materials to
consider the proposed merger; the expected completion date of the
proposed merger; and the anticipated tax treatment of the proposed
merger.
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 the receipt, in a timely
manner, of regulatory, shareholder 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.
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 (http://www.sedar.com/), the
SEC's website (http://www.sec.gov/) or, in the case of Suncor, at
Suncor's website (http://www.suncor.com/), and in the case of
Petro-Canada, at Petro-Canada's website
(http://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 also operates a refining
and marketing business, which includes refining, retail, pipeline
and distribution operations in Ontario, Canada and in Colorado and
Wyoming in the United States. 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
Shell� and 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) 269-8670
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
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