
Strathcona Resources Ltd. said it has entered into definitive agreements to divest “substantially all of its Montney assets” for about CAD 2.84 billion ($2.04 billion), as it prepares to make a hostile bid to take over fellow Canadian thermal oil producer MEG Energy Corp.
The Montney exit and the planned merger with MEG will allow Strathcona to become a pure-play heavy oil producer, it said.
The bulk of the Montney sale consists of Strathcona’s Kakwa business, to be acquired by ARC Resources Ltd. for around CAD 1.7 billion. The transaction value comprises CAD1.65 billion in cash and approximately CAD 45 million in assumed lease obligations. The sale is expected to be completed in the third quarter, subject to regulatory approvals and other customary conditions.
Strathcona is also selling its Grande Prairie business for about CAD 850 million, inclusive of about CAD 100 million in assumed lease obligations, to an unnamed buyer. The sale is also expected to close next quarter.
The Groundbirch business rounds up the Montney sales. It will go to Tourmaline Oil Corp. in exchange for CAD 291.5 million worth of shares being issued to Strathcona. The parties expect to conclude the transaction by June.
The Monetney dispositions produced 72,000 barrels of oil equivalent a day (boed), 28 percent of which were oil and condensates, last year. They had proven and probable reserves of 635 million boe as of December 2024, according to Strathcona.
“Taken together, the disposed assets generated CAD 149 million of operating earnings in 2024 (12 percent of total Strathcona year-end 2024 operating earnings, excluding interest and other corporate items) and had a YE 2024 proved PV-10 before-tax of approximately CAD 2.3 billion (15 percent of total Strathcona YE 2024 proved PV-10), while the combined sale price represents approximately 33 percent of Strathcona’s current enterprise value”, it said in an online statement.
MEG Bid
In a separate statement Strathcona said it intends to offer to acquire all MEG shares it does not already own, despite the latter’s board rejecting the proposal. “Strathcona believes the benefits of a combination of Strathcona and MEG are significant enough that MEG Shareholders should have the opportunity to decide for themselves”, Strathcona said.
Strathcona acquired about 23.4 million MEG shares through open market purchases this year. Those represented about 9.2 percent of issued and outstanding MEG shares as of May 5, Strathcona said.
MEG shareholders will be offered 0.62 common shares in Strathcona plus CAD 4.1 for each share they own at MEG.
“Based on the closing share price of the Strathcona Shares on the Toronto Stock Exchange (the ‘TSX’) on May 15, 2025, the Offer represents total consideration of CAD 23.27 per MEG Share (82.4 percent Strathcona Shares and 17.6 percent cash), reflecting a 9.3 percent premium based on the closing price of the MEG Shares on the TSX on May 15, 2025”, Strathcona said.
In conjunction with the planned offer, Strathcona’s majority shareholder, Waterous Energy Fund (WEF), intends to subscribe to an additional 21.4 million Strathcona shares through WEF III.
Existing Strathcona shareholders are expected to own 56.5 percent of the combined business, while existing MEG shareholders would hold 37.8 percent. Inclusive of its existing Strathcona shares plus those expected to be issued to WEF III, WEF’s shareholding in the merged company would be 51 percent, Strathcona said.
“The combination of Strathcona and MEG would unify two 100+ Mbbls/d [over 100,000 bpd] heavy oil ‘pure plays’ with near identical netbacks and reserve life indexes, both focused on SAGD [steam-assisted gravity drainage] oil sands development”, Strathcona said. “The combination would create Canada’s fifth largest oil producer and fourth largest SAGD producer, with among the largest proved oil reserves in North America”.
“Strathcona has identified CAD 175 million in annual synergy opportunities, including CAD 50 million in overhead reduction opportunities, CAD 25 million in interest savings opportunities and CAD 100 million in operating synergy opportunities (CAD 75 million in capital expenditures and CAD 25 million in operating costs)”, it added.
MEG responded in a statement on its website that its board would “consider and evaluate the Strathcona offer and related take-over bid circular, if and when received”.
“No formal offer has been made by Strathcona and MEG shareholders are advised to take no action with respect to any Strathcona offer until the Board has had an opportunity to fully review the offer, if and when received, and to make a recommendation as to its merits”, MEG added.
The Strathcona statement said it “remains ready and willing to engage with the MEG Board regarding a strategic combination”.
“To the extent the MEG Board determines it to be prudent, as the second largest MEG Shareholder, Strathcona would also support a strategic alternatives process for MEG to determine if a superior transaction is available”, Strathcona said.
Hardisty Rail Terminal Acquisition
Strathcona also announced it had completed the acquisition of the Hardisty Rail Terminal (HRT), which has a capacity of 262,000 bpd and a year-to-date throughput of about 50,000 bpd, for CAD 45 million.
“Together with Strathcona’s Hamlin Terminal, Strathcona now owns and operates rail terminals servicing approximately 80 percent of the total current crude-by-rail volumes in western Canada, allowing for meaningful economies of scale”, the company said.
“The HRT acquisition is a continuation of Strathcona’s countercyclical acquisition strategy focused on core area consolidation.
“While HRT is only 19 percent utilized today, it has been up to 82 percent utilized historically during periods of tight pipeline egress, providing Strathcona with a natural hedge against future egress bottlenecks”.
Dividend Increase
Strathcona raised its quarterly dividend by 15 percent compared to the first quarter of 2025 to CAD 0.3 per share. The increase partially reflects an upward revision in production guidance for 2025, normalized for the Montney divestments. Strathcona now expects 2025 production to average 150,000-160,000 boed.
In the January-March 2025 period Strathcona produced about 194,600 boed, up four percent against the prior three-month period driven by record production of 65,000 bpd at Cold Lake. Oil output was nearly 136,200 bpd, while natural gas averaged 279.52 million cubic feet a day.
Strathcona logged record quarterly operating earnings of CAD 322 million. Higher production and realized prices, as well as lower royalties, more than offset a stagnation in oil prices, it said.
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