Suncor Energy Offer for Canadian Oil Sands expires

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 Suncor will take up all additional shares that were validly tendered into the Offer and not withdrawn and those shares will be paid for in accordance with the terms of the Offer.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 66 2/3% 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 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.

Source: Suncor Energy Inc.
Date: Feb 23, 2016