Criterion News

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Press Releases

11/28/2018 - CO2 Solutions welcomes Suncor as an industrial partner in the VCQ project
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CO2 Solutions welcomes Suncor as an industrial partner in the VCQ project
Source: PR Newswire
TSX-V: CST
QUEBEC CITY, Nov. 28, 2018 /PRNewswire/ - CO₂ Solutions Inc. (TSXV: CST) (CO₂ Solutions or the "Corporation") is pleased to announce that Suncor (TSX: SU) the Canadian-based integrated energy company, has joined the Valorisation Carbone Québec ("VCQ") project as its second industrial partner.
"It is an honour to welcome Suncor, Canada's leading oil and gas company, into the VCQ project," stated Evan Price, President and Chief Executive Officer of CO₂ Solutions. "We believe that one of the biggest challenges of our time is the fight against climate change while maintaining a vigorous economy. The commitment and leadership demonstrated by Suncor through this partnership is a great indicator of the importance and pertinence of the VCQ project in identifying and demonstrating viable solutions to reduce CO₂ emissions. The VCQ project, the world's most comprehensive and ambitious CO₂ capture and utilization project, continues to draw influent and engaged partners. We look forward to confirming additional industrial partners to the project in the near future." 
The Industrial Partner category is one of five partnership types in the VCQ project along with the Founder, Supplier, Utilization Technology and End-Use partnership categories. Industrial partners make financial contributions to the VCQ budget in exchange for data generated throughout the project. The amount of these contributions is undisclosed for competitive reasons. To date, eleven organizations have confirmed their participation as partners in one of the categories of the VCQ project, making it a truly broad effort to address CO₂ mitigation through carbon capture and utilization.
About the Valorisation Carbone Québec (VCQ) Project
The objective of the VCQ project is to develop and demonstrate commercially viable end-to-end solutions to capture and utilize CO₂ in various applications while reducing greenhouse gas (GHG) emissions. Under the leadership of CO₂ Solutions, a world-class leader in this field, the VCQ project also includes the participation of Université Laval and the Quebec government as founding partners. Joining the founding partners are Suncor and Total S.A as industrial partners, Parachem, a limited partnership jointly owned by Suncor Energy Inc. (51%), Société Investissement Québec (49%), Hatch Ltd., a global consulting and engineering firm, and Carbon Consult Group as service provider partners. Technology partners will bring their CO₂ conversion technologies to transform CO₂ into fuels with the Pioneer Energy partnership and into bio-products with the Kiverdi partnership. 
The VCQ project is headed by its Project Director, Dr. Louis Fradette, former Chief Technologies Officer at CO₂ Solutions. The demonstration phase of the VCQ project includes the design, construction, installation and operation, at Parachem's industrial site in Montreal-East, Quebec, of a CO₂ capture unit using the Corporation's enzymatic process and CO₂ utilization units provided by utilization partners. The development phase of the VCQ project aims to advance one or several second-generation CO₂ utilization processes based on the work already initiated at various universities and public or private research centres. Including this newly announced grant, the VCQ project is supported by $22.5M in grants from the Quebec government and monetary investments and/or in-kind contributions by the project partners.
About CO₂ Solutions Inc.
CO₂ Solutions is an innovator in the field of enzyme-enabled carbon capture and has been actively working to develop and commercialize the technology for stationary sources of carbon pollution. CO₂ Solutions' technology lowers the cost barrier to Carbon Capture, Utilization and Sequestration (CCUS), positioning it as a viable CO₂ mitigation tool, as well as enabling industry to derive profitable new products from these emissions. CO₂ Solutions has built an extensive patent portfolio covering the use of carbonic anhydrase, or analogues thereof, for the efficient post-combustion capture of carbon dioxide with low‐energy aqueous solvents. Further information can be found at www.co2solutions.com. Certain statements in this news release may be forward-looking. These statements relate to future events or CO₂ Solutions' future economic performance and reflect the current assumptions and expectations of management. Certain unknown factors may affect the events, economic performance and results of operation described herein. CO₂ Solutions undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
 
View original content:http://www.prnewswire.com/news-releases/co2-solutions-welcomes-suncor-as-an-industrial-partner-in-the-vcq-project-300756562.html
SOURCE CO2 Solutions Inc.

Article Date
11/28/2018
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3/21/2016 - Suncor Energy completes acquisition of Canadian Oil Sands
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Suncor Energy completes acquisition of Canadian Oil Sands
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
CALGARY, March 21, 2016 /PRNewswire/ - Suncor and Canadian Oil Sands Limited ("COS") announced today that Suncor's acquisition of COS has been completed following shareholder approval of an amalgamation agreement at a special meeting of COS shareholders this morning. Suncor, through a wholly owned subsidiary, acquired 76,752,122 COS shares (representing approximately 15.8 per cent of the outstanding COS shares) and now owns 484,614,325 COS shares (representing 100 per cent) of the issued and outstanding COS shares.
"Today marks the final step required to complete the COS acquisition," said Steve Williams, Suncor president and chief executive officer. "We're looking forward to working cooperatively with Syncrude to steadily improve asset performance, reduce costs and explore synergy opportunities." 
COS shareholders whose COS shares were acquired today through the Amalgamation will receive 0.28 of a Suncor common share for each COS share held (subject to rounding for fractional shares). They will be paid in accordance with the terms of the Amalgamation (as described more fully in the COS management proxy circular and related meeting materials mailed to COS shareholders in advance of the meeting and which are available on SEDAR under COS' profile at www.sedar.com).  Based on today's closing trading price of Suncor's common shares on the Toronto Stock Exchange, the acquisition of shares today represents an implied acquisition price of $10.17 per COS share.
The COS shares are expected to be de-listed from the Toronto Stock Exchange effective immediately following the close of trading on March 23, 2016. COS has also submitted an application with the Alberta Securities Commission, as principal regulator, and with the securities regulatory authorities in each of the other provinces in Canada, to cease to be a reporting issuer under the applicable securities laws of each such province as soon as practicable.
Suncor Energy is Canada's leading integrated energy company.  Suncor's operations include oil sands development and upgrading, conventional and offshore oil and gas production, petroleum refining, and product marketing under the Petro-Canada brand. A member of Dow Jones Sustainability indexes, FTSE4Good and CDP, Suncor is working to responsibly develop petroleum resources while also growing a renewable energy portfolio. Suncor is listed on the UN Global Compact 100 stock index and the Corporate Knights' Global 100. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.  Suncor's address is 150 6^th Avenue SW, Calgary Alberta T2P 3E3.
For more information about Suncor, visit our web site at suncor.com, follow us on Twitter @SuncorEnergy, or come and See what Yes can do. 
SOURCE Suncor Energy Inc.

Article Date
3/21/2016
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2/23/2016 - Suncor Energy Offer for Canadian Oil Sands expires
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Suncor Energy Offer for Canadian Oil Sands expires
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
• Canadian Oil Sands sets shareholder meeting to approve final acquisition transaction
(All dollar amounts referenced are in Canadian dollars)
CALGARY, Feb. 22, 2016 /PRNewswire/ - Suncor announced today that its Offer for all of the common shares and accompanying rights of Canadian Oil Sands Limited ("COS") has expired and that a total of approximately 84.2 per cent of COS shares equating to approximately 408,097,416 common shares and accompanying rights have been tendered to Suncor's Offer.
Since Suncor's initial take up of shares on Feb. 5, 2016, approximately 11.4 per cent of additional COS shares equating to approximately 55,195,265 common shares and accompanying rights have been tendered. Suncor will take up all additional shares that were validly tendered into the Offer and not withdrawn and those shares will be paid for in accordance with the terms of the Offer.
COS shareholders whose shares are taken up today will receive 0.28 of a common share of Suncor for each COS share (subject to rounding for fractional shares), which will be paid in accordance with the terms of the Offer. Based on today's closing trading price of Suncor's common shares on the Toronto Stock Exchange, the take up of shares today represents an implied acquisition price of $9.49 per COS share.
Following this additional take-up of shares, Suncor expects to complete a subsequent acquisition transaction to acquire the remaining COS shares, as outlined below.
COS shareholder meeting
In addition, COS announced today that it has entered into an amalgamation agreement with Suncor and certain wholly owned subsidiaries of Suncor, under which a subsequent acquisition transaction will be completed by way of an amalgamation of COS and a wholly-owned subsidiary of Suncor (the "COS Amalgamation").  A special meeting of COS shareholders will be held to consider this transaction on March 21, 2016 at 10:30 am (MT) at the Telus Convention Centre, 120 – 9th Avenue S.E., in Calgary, Alberta. 
As Suncor exercises control and direction over greater than 66⅔% of the outstanding COS shares, it is in a position to ensure the successful outcome of the shareholder vote in respect of this subsequent acquisition transaction.  Once this transaction is completed, all COS shares that remain outstanding will be acquired for the same consideration offered in the Offer.  Further details regarding this subsequent acquisition transaction are contained in the COS information circular and related meeting materials which are being mailed to COS shareholders in advance of the meeting and which are available on SEDAR under COS' profile at sedar.com.  COS shareholders are urged to review the circular and related materials carefully and in their entirety.
Shortly after completion of the subsequent acquisition transaction, COS expects that its common shares will be de-listed from the Toronto Stock Exchange and that an application will be made to have COS cease to be a reporting issuer in all provinces of Canada. Once the de-listing occurs, an additional amalgamation is anticipated whereby Suncor Energy Ventures Corporation (a direct wholly-owned subsidiary of Suncor) and the entity resulting from the COS Amalgamation will undertake a subsequent amalgamation. This newly amalgamated entity will also be named Suncor Energy Ventures Corporation and will continue to carry on the business and operations of COS with all of its assets and liabilities as a direct wholly-owned subsidiary of Suncor.
NOTICE TO U.S. HOLDERS
The offering of Suncor shares in connection with the COS Amalgamation is being made by a Canadian issuer pursuant to a multijurisdictional disclosure system adopted by the United States that permits the circular for the COS Amalgamation and related meeting materials (collectively. the "Amalgamation Documents") to be prepared in accordance with the disclosure requirements of Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated by reference in the Amalgamation Documents have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of U.S. companies.
Shareholders in the United States should be aware that the disposition of their COS shares and the acquisition of Suncor's common shares by them as described in the Amalgamation Documents may have tax consequences both in the United States and in Canada. Such consequences for shareholders who are resident in, or citizens of, the United States may not be described fully in the Amalgamation Documents.
The enforcement by shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of Suncor, COS and the other Suncor subsidiaries involved with the COS Amalgamation are incorporated under the laws of Canada, that some or all of their respective officers and directors may be residents of a foreign country, that some or all of the experts named in the Amalgamation Documents may be residents of a foreign country and that all or a substantial portion of the assets of Suncor and COS and said persons and other entities may be located outside the United States.
THE SUNCOR COMMON SHARES CONTEMPLATED TO BE DELIVERED IN CONNECTION WITH THE COS AMALGAMATION HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY U.S. STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY U.S. STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE AMALGAMATION DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Suncor filed a registration statement on Form F-80 in respect of the COS Amalgamation with the SEC on February 22, 2016, which includes the Amalgamation Documents. This news release is not a substitute for such registration statement or any other documents that Suncor has filed or may file with the SEC or send to shareholders in connection with the COS Amalgamation. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-80, AS IT MAY BE AMENDED FROM TIME TO TIME, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE COS AMALGAMATION AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of the registration statement on Form F-80, as well as other filings containing information about Suncor, at the SEC's website (www.sec.gov).
Forward-Looking Statements
This news release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"), including statements about the subsequent acquisition transaction, and the timing and completion of a subsequent acquisition transaction, the subsequent de-listing of the COS common shares from the Toronto Stock Exchange, the application for COS to cease to be a reporting issuer in all Provinces of Canada and the further amalgamation involving Suncor Energy Ventures Corporation. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. Users of this information are cautioned that actual events may differ materially as a result of, among other things, assumptions that Suncor and COS will receive all necessary approvals, certificates and registrations in connection with such transactions and applications in the timelines and in a manner consistent with Suncor's current expectations.
Although Suncor believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Suncor's Offer documents, including its take-over bid circular and all amendments thereto, the Amalgamation Documents, Suncor's fourth quarter report to shareholders dated February 3, 2016, Suncor's 2014 Annual Report and Suncor's most recently filed Annual Information Form/Form 40-F and other documents Suncor and COS file from time to time with securities regulatory authorities describe the risks, uncertainties, material assumptions and other factors that could influence actual results and such risk factors are incorporated herein by reference.
Copies of these documents are available, and copies of Suncor's early warning report to be filed in connection with the additional take-up COS shares under the Offer will be available, without charge from the Corporate Secretary of Suncor Energy Inc. at 150 6th Avenue S.W., Calgary, Alberta T2P 3E3, by calling 1-800-558-9071, or by email request to invest@suncor.com or by referring to Suncor's profile on SEDAR at sedar.com (and, where applicable, on EDGAR at sec.gov) or, in the case of the Offer documents and the Amalgamation Documents, by referring to the COS profile on SEDAR at sedar.com or Suncor's profile on EDGAR at sec.gov. Except as required by applicable securities laws, Suncor disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Suncor's actual results may differ materially from those expressed or implied by its forward-looking statements, so readers are cautioned not to place undue reliance on them.
Suncor Energy is Canada's leading integrated energy company. Suncor's operations include oil sands development and upgrading, conventional and offshore oil and gas production, petroleum refining, and product marketing under the Petro-Canada brand. A member of Dow Jones Sustainability indexes, FTSE4Good and CDP, Suncor is working to responsibly develop petroleum resources while also growing a renewable energy portfolio. Suncor is listed on the UN Global Compact 100 stock index and the Corporate Knights' Global 100. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.
NOT AN OFFER
This press release does not constitute an offer to buy or sell, or an invitation or a solicitation of an offer to buy or sell any securities of COS or Suncor. The offering of Suncor shares in connection with the COS Amalgamation is made exclusively by means of, and subject to the terms and conditions set out in, the Amalgamation Documents, as they may be amended from time to time.
For more information about Suncor, visit our web site at suncor.com, follow us on Twitter @SuncorEnergy, or come and See what Yes can do.
SOURCE Canadian Oil Sands Limited

Article Date
2/23/2016
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1/22/2016 - Suncor Energy and Canadian Oil Sands mail and file documents for amended offer for COS shares
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Suncor Energy and Canadian Oil Sands mail and file documents for amended offer for COS shares
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
CALGARY, Jan. 22, 2016 /PRNewswire/ - Suncor Energy Inc. (TSX: SU; NYSE: SU) and Canadian Oil Sands Limited (TSX: COS) today announced the filing and mailing of a notice of variation and change to Suncor's offer and a notice of change to the COS directors' circular.  These changes relate to the previously announced increase in the original offer to COS shareholders to 0.28 of a Suncor share for each COS share (the "Amended Offer").  The Amended Offer also provides for, among other things, an extension of the expiration time for the offer to 4:00 p.m. (MT) on Friday, February 5, 2016.
The COS Board has received a fairness opinion from its financial advisor, RBC Capital Markets, that, as of the date thereof and based upon and subject to the assumptions, qualifications and limitations stated in the opinion, the amended consideration to be offered under the Offer is fair, from a financial point of view, to COS shareholders. The COS Board unanimously recommends that COS shareholders accept and tender their shares to the Amended Offer. 
Suncor's notice of variation and change with respect to the Amended Offer has been mailed to registered security holders of COS and has been filed on COS' SEDAR profile.   In addition, COS' notice of change to its directors' circular with respect to the Amended Offer has been mailed by COS to registered security holders of COS and has been filed on COS' SEDAR profile. COS shareholders are urged to review this document carefully and in its entirety. 
About Suncor's Offer to COS shareholders
Full details of the Amended Offer and the related documents including the notice of variation and change and the COS notice of change are available under the COS profile at sedar.com, through Suncor's website at suncorofferforcanadianoilsands.com and through COS' website at cdnoilsands.com.
To accept this Amended Offer, COS shareholders must tender their shares. Please contact D.F. King, who has been retained as Suncor's information agent for instructions at:
Toll Free in North America: 1-866-521-4427
Banks, Brokers and Collect Calls: 1-201-806-7301
Toll Free Facsimile: 1-888-509-5907
Email: inquiries@dfking.com    
Canadian Oil Sands shareholders with questions should contact Kingsdale Shareholder Services , COS' information agent and strategic shareholder services and communications advisor:
Toll Free in North America: 1-866-851-3215
Outside North America, Banks and Brokers Call Collect: 1-416-867-2272
Facsimile: 1-416-867-2271
Email: mailto:contactus@kingsdaleshareholder.com
NOTICE TO U.S. HOLDERS
The Amended Offer (referred to as the "Offer" in this advisory) is being made for the securities of a Canadian issuer by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare the Offer documents in accordance with the disclosure requirements of Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated by reference in the Offer documents have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of U.S. companies.
Shareholders in the United States should be aware that the disposition of their shares in COS ("Shares") and the acquisition of Suncor common shares by them as described in the Offer documents may have tax consequences both in the United States and in Canada. Such consequences for shareholders who are resident in, or citizens of, the United States may not be described fully in the Offer documents.
The enforcement by shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of Suncor and COS are incorporated under the laws of Canada, that some or all of their respective officers and directors may be residents of a foreign country, that some or all of the experts named in the Offer documents may be residents of a foreign country and that all or a substantial portion of the assets of Suncor and COS and said persons may be located outside the United States.
THE SUNCOR COMMON SHARES OFFERED AS CONSIDERATION IN THE OFFER DOCUMENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY U.S. STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY U.S. STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Shareholders should be aware that, during the period of the Offer, Suncor or its affiliates, directly or indirectly, may bid for or make purchases of Suncor common shares or Shares, or certain related securities, as permitted by applicable law or regulations of the United States, Canada or its provinces or territories.
Suncor (i) filed an initial registration statement on Form F-80 in respect of the Offer with the SEC on October 5, 2015 and (ii) is filing a further registration statement on Form F-80 in respect of the Offer with the SEC on or about January 22, 2016, which includes documents related to the Offer. This news release is not a substitute for such registration statements or any other documents that Suncor has filed or may file with the SEC or send to shareholders in connection with the Offer. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS ON FORM F-80 AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of the registration statement on Form F-80, as well as other filings containing information about Suncor, at the SEC's website (www.sec.gov).
About Suncor
Suncor Energy is Canada's leading integrated energy company. Suncor's operations include oil sands development and upgrading, onshore and offshore oil and gas production, petroleum refining, and product marketing under the Petro-Canada brand. A member of Dow Jones Sustainability indexes, FTSE4Good and CDP, Suncor is working to responsibly develop petroleum resources while also growing a renewable energy portfolio. Suncor is listed on the UN Global Compact 100 stock index and the Corporate Knights' Global 100. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.
For more information about Suncor, visit our web site at suncor.com, follow us on Twitter @SuncorEnergy, or come and See what Yes can do.
About COS
COS holds a 36.74 percent interest in the Syncrude project, the largest producer of light, sweet synthetic oil from Canada's oil sands. As a pure play in Syncrude, COS provides investors with long-life, light crude oil exposure and since 2001 has paid dividends totaling $7.9 billion.
SOURCE Canadian Oil Sands Limited

Article Date
1/22/2016
Close
1/18/2016 - Suncor Energy and Canadian Oil Sands reach agreement to support acquisition
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Suncor Energy and Canadian Oil Sands reach agreement to support acquisition
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
Amended offer increases exchange ratio to 0.28 of a Suncor share for each COS share
Amended offer supported by COS Board and Seymour Schulich
Amended offer expected to expire at 4:00 p.m. (MT) on February 5, 2016
Shareholders are urged to tender their shares
(All dollar amounts referenced are in Canadian dollars)
CALGARY, Jan. 18, 2016 /CNW/ - Suncor Energy Inc. (TSX: SU; NYSE: SU) and Canadian Oil Sands Limited (TSX: COS) are pleased to announce 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 (the "Agreement") Suncor has agreed to amend its offer (the "Amended 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.
The COS Board has received an opinion from its financial advisor, RBC Capital Markets, that, as of January 17, 2016, the consideration under the Amended Offer is fair, from a financial point of view, to COS shareholders. The COS Board has determined that the Amended Offer is in the best interests of COS and recommends that shareholders tender to the Amended Offer.  
"We are pleased to have the support of the COS Board of Directors and shareholders, including Seymour Schulich, and have been advised of their intent to tender their shares" said Steve Williams, Suncor's president and chief executive officer. "We believe this transaction delivers excellent value to COS shareholders while maintaining Suncor's commitment to capital discipline, providing both companies' shareholders with near and long-term value. Together, we're bringing this full, fair and final offer to COS shareholders and we encourage everyone to tender their shares."
"Since Suncor made its initial offer, our Board has remained steadfast in our commitment to maximize value for all shareholders. This agreement fulfills that commitment, providing our shareholders with a higher exchange ratio for their shares despite a 37 percent decline in spot oil prices," said Don Lowry, Chairman of Canadian Oil Sands.  "Our shareholders clearly signaled they expected more for their COS shares, and the Board has worked to secure that under very challenging circumstances.  Given the current market for energy equities, we recommend shareholders tender their shares to Suncor's improved offer."
"I am pleased that working in conjunction with the COS Board, together we have been able to improve the terms of the offer for our shares. I will be tendering my shares, and consistent with the COS Board's recommendation, I encourage my fellow shareholders to tender their shares" said Seymour Schulich, a major holder of COS shares. 
A notice of variation and extension for the Amended Offer is expected to be mailed to registered security holders of COS by the end of this week and will be filed on COS' SEDAR profile.  The Amended Offer will include an extension of the expiry time which is currently anticipated to be extended to 4:00 p.m. (MT) on February 5, 2016.  COS shareholders are urged to carefully review this document in its entirety. 
The Amended Offer is subject to certain conditions, including the acquisition by Suncor of at least 51% of the outstanding Shares (calculated on a fully-diluted basis) being validly tendered under the Amended Offer and not withdrawn.  This minimum tender condition has been lowered from 66⅔%.  Suncor has agreed that if it takes up any Shares, that it will pursue a subsequent acquisition transaction to acquire any shares not tendered to the Amended Offer. As a result of lowering the minimum tender condition to 51%, there have been changes to the expected U.S. federal income tax consequences to accepting the offer and Suncor now expects that the receipt of Suncor common shares in exchange for COS common shares pursuant to the Amended Offer will be a taxable transaction for U.S. federal income tax purposes. COS shareholders are urged to carefully review the amended U.S. federal income tax disclosure to be provided in the notice of variation and extension.  The Amended Offer will continue to allow a tax-deferred rollover for Canadian shareholders of COS.
The Agreement provides that COS' Board will issue a notice of change to its directors' circular that will contain its favourable recommendation to COS shareholders, together with the fairness opinion provided by RBC Capital Markets. COS expects to issue and mail the notice of change with Suncor's notice of variation and extension in connection with the Amended Offer. The Agreement contains, among other things, provisions for the suspension of dividends in the first quarter of 2016 by COS, for non-solicitation of competing offers, provided that COS has the right to consider superior proposals from other parties, subject to a right on the part of Suncor to match any such proposal and for a $130 million break fee payable by COS to Suncor in certain circumstances if the offer is not completed.
Shareholders who tender by the expiry date, assuming the Amended Offer conditions are satisfied on that date, will be entitled to receive Suncor's first quarter 2016 dividend anticipated to be paid in late March, 2016.
JP Morgan and CIBC World Markets are financial advisors to Suncor.  Blake, Cassels & Graydon LLP and Sullivan & Cromwell LLP are Suncor's legal advisors.  RBC Capital Markets is COS' financial advisor.  COS' legal advisors are Osler, Hoskin & Harcourt LLP and Norton Rose Fulbright Canada LLP (advisor to the COS Board).  COS' strategic shareholder services and communications advisor is Kingsdale Shareholder Services.
About Suncor's Offer to COS shareholders
Full details of the Amended Offer and the related documents including, once filed, the notice of variation and extension and the notice of change, are, or will be, available under the COS profile at sedar.com and through Suncor's website at suncorofferforcanadianoilsands.com.
To accept this Amended Offer, COS shareholders must tender their shares. Please contact D.F. King, who has been retained as Suncor's information agent for instructions at:
Toll Free in North America: 1-866-521-4427
Banks, Brokers and Collect Calls: 1-201-806-7301
Toll Free Facsimile: 1-888-509-5907
Email: inquiries@dfking.com    
NOTICE TO U.S. HOLDERS
The Amended Offer (referred to as the "Offer" in this advisory) is being made for the securities of a Canadian issuer by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare the Offer documents in accordance with the disclosure requirements of Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated by reference in the Offer documents have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of U.S. companies.
Shareholders in the United States should be aware that the disposition of their shares in COS ("Shares") and the acquisition of Suncor common shares by them as described in the Offer documents may have tax consequences both in the United States and in Canada. Such consequences for shareholders who are resident in, or citizens of, the United States may not be described fully in the Offer documents.
The enforcement by shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of Suncor and COS are incorporated under the laws of Canada, that some or all of their respective officers and directors may be residents of a foreign country, that some or all of the experts named in the Offer documents may be residents of a foreign country and that all or a substantial portion of the assets of Suncor and COS and said persons may be located outside the United States.
THE SUNCOR COMMON SHARES OFFERED AS CONSIDERATION IN THE OFFER DOCUMENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY U.S. STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY U.S. STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Shareholders should be aware that, during the period of the Offer, Suncor or its affiliates, directly or indirectly, may bid for or make purchases of Suncor common shares or Shares, or certain related securities, as permitted by applicable law or regulations of the United States, Canada or its provinces or territories.
On October 5, 2015 Suncor filed a registration statement on Form F-80, as amended from time to time, which includes the documents related to the Offer, with the SEC in respect of the Offer. This news release is not a substitute for such registration statement or any other documents that Suncor has filed or may file with the SEC or send to shareholders in connection with the Offer. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-80 AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of the registration statement on Form F-80, as well as other filings containing information about Suncor, at the SEC's website (www.sec.gov).
Forward-Looking Statements
This news release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"), including statements about: the timing of mailing of the notice of change and variation in respect of the Amended Offer, the expected new expiry time of the offer and the value of the offer for COS shareholders, the short and long term benefits of owning shares in Suncor, all of which are based on Suncor's and COS', as applicable, current expectations, estimates, projections and assumptions.  Although each of Suncor and COS, as applicable, believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct, so readers are cautioned not to place undue reliance on them.  Forward-looking statements are not guarantees of future events occurring or of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Suncor and/or COS.  Users of this information are cautioned that actual events and results may differ materially as a result of, among other things, assumptions regarding expected timing, synergies and reduced operating expenditures; volatility of and assumptions regarding oil and gas prices; assumptions regarding timing of commissioning and start-up of capital projects; fluctuations in currency and interest rates; product supply and demand; market competition; risks inherent in marketing operations (including credit risks); imprecision of production and reserves estimates and estimates of recoverable quantities of oil, natural gas and liquids; the ability to access external sources of debt and equity capital; the timing and the costs of well and pipeline construction; assumptions regarding the timely receipt of regulatory and other approvals; the ability to secure adequate product transportation; changes in royalty, tax, environmental and other laws or regulations or the interpretations of such laws or regulations; applicable political and economic conditions; the risk of war, hostilities, civil insurrection, political instability and terrorist threats; assumptions regarding OPEC production quotas; and risks associated with existing and potential future lawsuits and regulatory actions.  Readers are cautioned that the foregoing list of risk factors is not exhaustive.  Additional information on these and other factors that could affect events and results are included in reports and other documents, including those related to the Offer, by Suncor and COS with the Canadian and United States securities regulatory authorities at sedar.com and at sec.gov.
Except as required by applicable securities laws, each of Suncor and COS disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Suncor
Suncor Energy is Canada's leading integrated energy company. Suncor's operations include oil sands development and upgrading, onshore and offshore oil and gas production, petroleum refining, and product marketing under the Petro-Canada brand. A member of Dow Jones Sustainability indexes, FTSE4Good and CDP, Suncor is working to responsibly develop petroleum resources while also growing a renewable energy portfolio. Suncor is listed on the UN Global Compact 100 stock index and the Corporate Knights' Global 100. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.
For more information about Suncor, visit our web site at suncor.com, follow us on Twitter @SuncorEnergy, or come and See what Yes can do.
About COS
COS holds a 36.74 percent interest in the Syncrude project, the largest producer of light, sweet synthetic oil from Canada's oil sands. As a pure play in Syncrude, COS provides investors with long-life, light crude oil exposure and since 2001 has paid dividends totaling $7.9 billion.
 
SOURCE Canadian Oil Sands Limited

Article Date
1/18/2016
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