Petro-Canada Shareholders Approve Merger With Suncor Energy Inc.
05 June 2009 - 4:07AM
Marketwired
Petro-Canada today held its annual general and special meeting of
shareholders in Calgary. At the meeting, shareholders passed the
following resolutions:
1. the plan of arrangement was approved by more than 96% of the
votes cast by shareholders, which will result in the merger of
Petro-Canada and Suncor and certain of their subsidiaries, pending
a positive shareholder vote by Suncor shareholders this afternoon
and receipt of all regulatory approvals including approval of the
Canadian Competition Bureau;
2. a new stock option plan was approved by more than 52% of the
votes cast by shareholders, which will bring together the plans of
Suncor and Petro-Canada and be used to attract and retain highly
qualified directors, officers and employees;
3. the election of 11 Board members, including 10 independent
directors until the earlier of either the completion of the merger
or the next annual general meeting, with shares represented voting
in favour of individual directors as follows:
Ron A. Brenneman 97%
Hans Brenninkmeyer 97%
Claude Fontaine 96%
Paul Haseldonckx(1) 97%
Thomas E. Kierans 96%
Brian F. MacNeill(1) 97%
Maureen McCaw(1) 97%
Paul D. Melnuk 97%
Guylaine Saucier 96%
James W. Simpson(1) 96%
Daniel Valot 97%
1. These individuals are also proposed Board members for the new merged
company.
The biographies of Board members and further details about
Petro-Canada's corporate governance practices are available on
www.petro-canada.ca; and
4. the appointment of Deloitte & Touche LLP as
Petro-Canada's auditors.
Shareholders also received Petro-Canada's consolidated financial
statements for the year ended December 31, 2008, together with the
auditor's report.
"Shareholders recognized that the merger between Petro-Canada
and Suncor would create Canada's premier integrated energy company
with the assets, cost structure and financial strength to compete
globally," said Ron Brenneman, Petro-Canada's president and chief
executive officer. "We're optimistic that this afternoon Suncor's
shareholders will see the same opportunity to create more
shareholder value than both companies could create on their
own."
The text of remarks made by Mr. Brenneman, as well as an archive
of the webcast of the meeting is available in the investor section
of www.petro-canada.ca. For further information on the Suncor and
Petro-Canada merger go to www.suncorpetro-canada.com.
Petro-Canada is one of Canada's largest oil and gas companies,
operating in both the upstream and the downstream sectors of the
industry in Canada and internationally. The Company creates value
by responsibly developing energy resources and providing world
class petroleum products and services. Petro-Canada is proud to be
a National Partner to the Vancouver 2010 Olympic and Paralympic
Winter Games. Petro-Canada's common shares trade on the Toronto
Stock Exchange under the symbol PCA and on the New York Stock
Exchange under the symbol PCZ.
Legal Notice - Forward-Looking Information
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "proposed", "may,"
"expected" and similar expressions are intended to identify
forward-looking statements or information.
The forward-looking statements and information in this news
release are based on certain key expectations and assumptions made
by Petro-Canada, including the receipt, in a timely manner, of
regulatory, shareholder and third party approvals in respect of the
proposed merger. Although Petro-Canada believes that the
expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information because Petro-Canada can give no assurance that they
will prove to be correct.
This news release also contains forward-looking statements and
information concerning the anticipated completion of the proposed
transaction and the anticipated timing for completion of the
transaction. Petro-Canada has provided these anticipated times in
reliance on certain assumptions that they believe are reasonable at
this time, including the timing of receipt of the necessary
regulatory, court and other third party approvals; and the time
necessary to satisfy the conditions to the closing of the
transaction. These dates may change for a number of reasons,
including an inability to secure necessary regulatory, court or
other third party approvals in the time assumed or the need for
additional time to satisfy the conditions to the completion of the
transaction. As a result of the foregoing, readers should not place
undue reliance on the forward-looking statements and information
contained in this news release concerning these times.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that
could affect the operations or financial results of Petro-Canada or
the merged company are included in reports on file with applicable
securities regulatory authorities and may be accessed through the
SEDAR website (http://www.sedar.com/), the Untied States Securities
Exchange Commissions website (http://www.sec.gov/) or at
Petro-Canada's website (http://www.petro-canada.ca/).
The forward-looking statements and information contained in this
news release are made as of the date hereof and Petro-Canada
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
Contacts: Media and general inquiries: Victoria Barrington,
Corporate Communications Petro-Canada (Calgary) (403) 296-8589
Investor and analyst inquiries: Ken Hall, Investor Relations
Petro-Canada (Calgary) (403) 296-7859 Website:
www.petro-canada.ca
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