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Canadian Oil Sands calls on Suncor to disclose support level of takeover bid

Workers leave the Suncor oil sands extraction facility near the town of Fort McMurray, Alta., in this file photo.

MARK RALSTON/AFP/Getty Images

Canadian Oil Sands Ltd. demanded that Suncor Energy Inc. reveal the level of support underpinning its $4.3-billion takeover bid for COS after the deal failed to generate the necessary two-thirds backing from the target's shareholders.

Canadian Oil Sands on Monday said Suncor had an obligation to disclose how many COS shareholders accepted the hostile offer following what it called an "overwhelming rejection" of the takeover last week. It said it believed a "strong majority" of Canadian Oil Sands' shareholders rejected the bid, while acknowledging only Suncor has access to the complete results.

Suncor last week extended the all-share bid to Jan. 27, but it has not said what level of support the offer garnered. There is speculation it could be as low as 35 per cent to 40 per cent, although some analysts on Monday said the figure was closer to 50 per cent or higher.

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"We believe there is a fundamental disconnect between what Suncor led the market to believe they would have and what they actually have," Canadian Oil Sands chairman Don Lowry said in a statement. "Suncor can now be transparent to our shareholders by disclosing the exact amount tendered."

A Suncor spokesperson said Monday there is no obligation to disclose such information. In a statement, chief executive officer Steve Williams said the deal remains compelling and that the company was "encouraged" by the number of shares that have been tendered. He did not disclose exact numbers. "We have decided to extend the offer in order to allow shareholders to continue to tender to the offer," he said.

The takeover spat has plodded into its fourth month against a backdrop of deteriorating oil prices and a brutal sell-off in global stock markets.

West Texas intermediate crude tumbled $1.75 (U.S.) on Monday to $31.41 a barrel, with some analysts warning that it could spiral into the $20 bracket. Barclays PLC lowered its outlook for both WTI and global benchmark Brent to $37 a barrel for 2016.

Suncor launched the unsolicited approach last fall after a friendly offer was rebuffed in the spring. A deal would boost its share in the Syncrude Canada Ltd. oil sands project to 49 per cent, from 12 per cent. Canadian Oil Sands owns 37 per cent of the venture.

Despite extending the offer, Suncor's Mr. Williams has repeatedly played down the possibility of making a richer bid, even as some Canadian Oil Sands shareholders, its board and management insist that what's on the table undervalues the company's prospects.

Suncor has offered a quarter of one of its shares for each Canadian Oil Sands share, putting the implied value at $7.98 (Canadian) a share, or roughly 10 per cent above Canadian Oil Sands closing share price in Toronto on Monday.

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Canadian Oil Sands stock had slumped well below the implied value of Suncor's offer ahead of last week's tender deadline, as prospects for the deal soured. There is skepticism that much will change, including the offer price, as the outlook for crude darkens.

"My suspicion is we won't see anything," Bill Mason, a portfolio manager at Denver-based Value Investment Advisors Inc., which owns Canadian Oil Sands shares, said on Monday. He said he opposed the deal and that today's oil prices were unsustainable.

"Obviously, the shareholders had given them the indication that no, they don't want to accept the tender. I'm not sure what would change things in a two-week time period," he said.

Still, some analysts on Monday questioned Canadian Oil Sands' claim that last week's results amounted to a resounding defeat for Suncor, noting that only Suncor has the exact figures.

"Our view continues to be that if Suncor did not already have at least 50 per cent of the shares tendered, it would not be bothering with an extension of the bid, but rather it would either have raised the bid, or ended the process," FirstEnergy Capital Corp. analyst Michael Dunn said in a note to clients.

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About the Author

Jeff Lewis is a reporter specializing in energy coverage for The Globe and Mail’s Report on Business, based in Calgary. Previously, he was a reporter with the Financial Post, writing news and features about Canada’s oil industry. His work has taken him to Norway and the Canadian Arctic. More

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