Cenovus and Husky to hold special shareholder meetings on proposed Plan of Arrangement

Shareholders asked to vote in favour of board-approved agreement to combine businesses

CALGARY, Alberta, Nov. 16, 2020 (GLOBE NEWSWIRE) -- Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) and Husky Energy Inc. (TSX: HSE) announce they have filed a joint management information circular dated November 9, 2020 and related meeting and proxy materials, which will be mailed to Cenovus common shareholders and to Husky common shareholders, preferred shareholders and optionholders in connection with the proposed plan of arrangement to create a resilient integrated energy leader.

Cenovus and Husky agreed to combine their respective businesses and entered into an arrangement agreement dated October 24, 2020. The boards of directors of Cenovus and Husky have unanimously approved the arrangement agreement and determined that it is in the best interests of their respective companies.

Cenovus and Husky Special Meetings

Special meetings for Cenovus common shareholders and for Husky common shareholders, preferred shareholders and optionholders will be held in order to consider and vote on resolutions in connection with the plan of arrangement, as described in the circular. Due to COVID-19, and in alignment with the recommendations of Canadian public health officials, the meetings will be conducted via live webcasts.

The Husky virtual meeting will be held at 9:00 a.m. MT/11:00 a.m. ET on Tuesday, December 15, 2020 and the Cenovus virtual meeting will commence at 1:00 p.m. MT/3:00 p.m. ET on the same day.

How to Vote

All securityholders are encouraged to vote in person (virtually) or by proxy. Details on how to vote and how to participate in the live webcasts are contained in the circular.

The completion of the arrangement is subject to, among other things, (i) the approval of the arrangement by not less than 66⅔% of the votes cast by Husky common shareholders at the Husky virtual meeting, (ii) the approval of the arrangement by not less than 66⅔% of the votes cast by Husky common shareholders and optionholders, voting together as a single class, at the Husky virtual meeting, (iii) the approval of the issuance of Cenovus common shares under the arrangement by a simple majority of the votes cast by Cenovus shareholders at the Cenovus virtual meeting, (iv) the approval of the Court of Queen’s Bench of Alberta, and (v) the receipt of all other necessary regulatory approvals. In addition, Husky will seek the approval of not less than 66⅔% of the votes cast by Husky preferred shareholders, voting together as a single class, at the Husky virtual meeting. If Husky preferred shareholder approval is obtained, each Husky preferred share will be exchanged for one Cenovus preferred share having substantially identical terms as the Husky preferred shares. It is not a condition to completion of the arrangement that Husky preferred shareholder approval be obtained, and, if not obtained, the Husky preferred shares will remain outstanding in a subsidiary of the combined company and listed on the TSX.