REG-TotalEnergies SE Canada: TotalEnergies Accepts an Offer From Suncor for Its Oil Sands Assets

TotalEnergies SEAnnouncement

27/04/2023 08:00

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Canada: TotalEnergies Accepts an Offer From Suncor for Its Oil Sands Assets

TotalEnergies will distribute to its shareholders at least 40% of the
cash-flow in 2023

 

Following the announcement of its project to spin-off its Canadian assets,
TotalEnergies (Paris:TTE) (LSE:TTE) (NYSE:TTE) received several unsolicited
offers among which an offer from Suncor Energy Inc. for the acquisition of the
entirety of the shares of TotalEnergies EP Canada Ltd; this offer materialized
over the last month.

Per the signed agreement, Suncor would acquire the entirety of the shares of
TotalEnergies EP Canada Ltd for a consideration including a C$5.5 billion cash
payment at closing (about US$4.1 billion) and additional payments that could
reach a maximum of C$600 million (about US$450 million) under specific
conditions.

This amount is comparable to the C$5 to 6 billion valuation at initial listing
of the spin-off company had the spin-off project concluded, as estimated by
TotalEnergies’ financial advisors.

TotalEnergies’ Board of Directors has therefore considered this transaction,
more straightforward in its execution than the planned spin-off, competitive
enough to represent an alternative for the benefit of the Company and its
shareholders and has decided to follow it up on the basis of the offer.

The transaction is subject to the waiver of TotalEnergies EP Canada Ltd’s
partners pre-emption rights and customary closing conditions, notably the
required approval from public authorities. TotalEnergies and Suncor target
closing by end 3(rd) quarter 2023.

Taking into account the future proceeds of this divestment, the Board of
Directors has decided to allocate at least 40% of the cash flow (CFFO)
generated by TotalEnergies in 2023 to its shareholders (at the high end of the
35-40% guidance announced in 2022), either through share buybacks or a special
dividend distribution. The Board of Directors will make this decision upon
transaction closing, after dialog with shareholders.

***

About TotalEnergies

TotalEnergies is a global multi-energy company that produces and markets
energies: oil and biofuels, natural gas and green gases, renewables and
electricity. Our more than 100,000 employees are committed to energy that is
ever more affordable, cleaner, more reliable and accessible to as many people
as possible. Active in nearly 130 countries, TotalEnergies puts sustainable
development in all its dimensions at the heart of its projects and operations
to contribute to the well-being of people.

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Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in
this document are used to designate TotalEnergies SE and the consolidated
entities that are directly or indirectly controlled by TotalEnergies SE.
Likewise, the words “we”, “us” and “our” may also be used to refer
to these entities or to their employees. The entities in which TotalEnergies
SE directly or indirectly owns a shareholding are separate legal entities.
This document may contain forward-looking information and statements that are
based on a number of economic data and assumptions made in a given economic,
competitive and regulatory environment. They may prove to be inaccurate in the
future and are subject to a number of risk factors. Neither TotalEnergies SE
nor any of its subsidiaries assumes any obligation to update publicly any
forward-looking information or statement, objectives or trends contained in
this document whether as a result of new information, future events or
otherwise. Information concerning risk factors, that may affect
TotalEnergies’ financial results or activities is provided in the most
recent Universal Registration Document, the French-language version of which
is filed by TotalEnergies SE with the French securities regulator Autorité
des Marchés Financiers (AMF), and in the Form 20-F filed with the United
States Securities and Exchange Commission (SEC).

TotalEnergies Contacts 

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com
(mailto:presse@totalenergies.com) l @TotalEnergiesPR 
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Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com
(mailto:ir@totalenergies.com)



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