On March 21, 2016, Suncor Energy Inc. (Suncor) completed its acquisition of Canadian Oil Sands Limited (COS). The transaction began as an unsolicited take-over bid made by Suncor on October 5, 2015, under which Suncor offered 0.25 of a Suncor share for each COS share, and was subsequently completed following the signing of a Support Agreement by Suncor and COS on January 17, 2016, pursuant to which Suncor agreed to increase its offer price to 0.28 of a Suncor share for each COS share, with the amended offer supported by the COS board of directors. On February 5, 2016, Suncor acquired approximately 73 per cent of the COS shares and replaced the COS board of directors and management team with Suncor nominees. Suncor extended its offer until February 22, 2016, and acquired a further 11 per cent of the COS shares on that date. On March 21, 2016, Suncor completed the transaction by acquiring the remaining 16 per cent of the common shares of COS that Suncor did not own pursuant to a subsequent acquisition transaction approved at a meeting of COS shareholders.
As a result of the transaction, Suncor, which is Canada’s largest integrated oil company, increased its ownership stake in the Syncrude oil sands project from 12 per cent to 48.74 per cent, as COS’s sole material asset was its 36.74 per cent interest in Syncrude.
Suncor’s in-house legal team on the transaction was comprised of Janice Odegaard, QC, Jacqueline Moore, Shawn Poirier, Matthew Webster and Dana Hnatiuk. Suncor was represented by Blake, Cassels & Graydon LLP with a team that included Chad Schneider, Jeff Bakker, Brock Gibson, QC, Jennifer Marshall and Nav Dhaliwal (M&A and securities), Robert Kopstein and Carrie Aiken (tax), David Tupper, Seumas Woods, Ryan Morris and Michael O’Brien (litigation), and Jason Gudofsky and Litsa Kriaris (competition). George Sampas, Donald Crawshaw, Kiran Kadekar and Jonathan Kaplan (M&A and securities) and Ronald Creamer, Jr. and Guy Inbar (tax) of Sullivan & Cromwell LLP provided US advice to Suncor on the transaction.
COS’s in-house legal team of Trudy Curran and Shaun Wrubell was assisted by Osler, Hoskin & Harcourt LLP, with a team that included Noralee Bradley, Clay Horner, Emmanuel Pressman, Jeremy Fraiberg, Robert Yalden, Heidi Wong, Kelsey Armstrong, Justin Sherman and Alex Gorka (M&A and securities), Tristram Mallett, Lawrence Ritchie, Shawn Irving and Geoffrey Grove (litigation), Peter Glossop and Kaeleigh Kuzma (competition/Industry Canada), Drew Morier and Colena Der (Canadian tax), Paul Seraganian (US tax) and Rob Lando and Jason Comerford (US securities). The board of directors of COS was represented by Norton Rose Fulbright Canada LLP with a team consisting of Walied Soliman, Kevin Johnson and Michael Lang (M&A and securities) and Orestes Pasparakis and Steven Leitl (litigation).