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Suncor facing pressure to sweeten Canadian Oil Sands takeover bid

The $4.3-billion battle between Suncor Energy and Canadian Oil Sands was initially supposed to have been sewn up by December 2015.

MARK RALSTON/AFP/Getty Images

Suncor Energy Inc. is under pressure to sweeten its $4.3-billion takeover bid for Canadian Oil Sands Ltd. after failing to get enough support from its target's shareholders.

Despite repeated threats to abandon the offer, Calgary-based Suncor moved the deadline for its hostile bid to Jan. 27 after a rebuke by Canadian Oil Sands shareholders on Friday. It's the second time Suncor has extended the bid, which was initially set to expire on Dec. 4 but was later moved to Jan. 8.

Suncor did not reveal the level of support garnered by its offer of 0.25 of one of its shares for each Canadian Oil Sands share. However, a person familiar with the tendering process said the bid was accepted by between 35 per cent and 40 per cent of Canadian Oil Sands shareholders as of Friday, well short of the two-thirds threshold needed for the deal to go ahead.

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The rejection ratchets up pressure on Suncor to offer a richer offer despite months of resistance to the idea and diminishing prospects for a friendly deal between the companies.

The source said the two companies have not spoken to each other since last spring and that professional investors who focus on takeover plays have fled Canadian Oil Sands stock, suggesting they don't believe a deal is imminent.

Analysts and investors have warned the shares could fall sharply on Monday.

"The value gap is massive, and right now the gap appears too big to close," the source said.

A spokesperson for Suncor was unavailable for comment on Sunday.

Suncor launched the hostile bid last fall after a friendly approach was rebuffed in the spring. A deal would boost its stake in the Syncrude Canada Ltd. upgrading and mining venture to 49 per cent, from 12 per cent currently.

Some analysts questioned the company's decision to extend the offer in light of a further deterioration in oil prices and the absence of a competing offer.

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U.S. oil prices have dropped by roughly a third to around $33 (U.S.) a barrel from the time Suncor announced its bid, pulled down by swollen global inventories and fresh concerns about China's economic health.

The renewed slide has heaped more financial pressure on oil-sands companies, in many cases testing the cash costs of production.

"I really don't understand why they extended the bid. COS is right now burning cash and will continue to do so in the absence of an oil rebound," said Samir Kayande, analyst at ITG Investment Research in Calgary.

"I think increasing the bid price, given that no superior offer is coming, would send a negative signal to the market about Suncor's portfolio of investment opportunities."

Canadian Oil Sands, which owns 37 per cent of Syncrude, on Friday reiterated its opposition to the takeover, saying little has changed except the expiry date.

Chairman Don Lowry said the company studied several alternatives as part of a strategic review, and was open to other opportunities.

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"Since nothing about this bid has changed other than the date, we remain steadfast in our conclusion that there is more value for shareholders in a strong, independent Canadian Oil Sands," he said in a statement.

The company insists it has the financial wherewithal to cover operating costs at the aging Syncrude plant as well as its sharply reduced dividend, including access to "most" of a $1.5-billion (Canadian) credit facility that does not mature until 2019.

However, its spending and cash-flow projections for this year are based on a U.S. West Texas intermediate oil price of $50 per barrel – well above current levels.

As well, a commitment to boost production at Syncrude by 15 per cent in 2016 follows a year that saw output slump to a decade low. The operation is run by Imperial Oil Ltd., which owns a 25-per-cent stake.

Last week, Suncor chief executive officer Steve Williams played down the likelihood of a sweetened bid and warned of a collapse in the target's shares should the offer be rejected.

"I think it's time for the shareholders to have their say and for Suncor to listen," he said before the deadline.

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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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