Canadian Oil Sands Cites Potential Suitors in Effort to Fend Off Suncor

CALGARY, Alberta—More than two dozen potential suitors have expressed interest in making an offer for Canadian Oil Sands Ltd., including four "highly credible parties," according to documents the company filed in an effort to thwart Suncor Energy Inc.'s hostile bid.

The interest by other parties may slow Suncor's momentum ahead of a Dec. 4 deadline it has set for a response to its all-stock bid—currently worth about 4.47 billion Canadian dollars ($3.36 billion)—for Canadian Oil Sands, the largest owner of the Syncrude oil-sands mining consortium.

Canadian Oil Sands last month rejected Suncor's bid as too low and asked securities authorities in its home province of Alberta to uphold a "poison pill" provision enacted after Suncor made its bid that gives shareholders at least 120 days to consider a takeover offer.

Suncor has cited a lack of competing offers as one reason why Canadian Oil Sands shareholders should accept its bid, which is 0.25 of a share for each Canadian Oil Sands share. The Alberta Securities Commission has scheduled two days of hearings starting Thursday to consider Canadian Oil Sands' effort to block that bid by ruling on its updated shareholder-rights plan.

As of Nov. 19, "four highly credible parties have executed confidentiality agreements" with Canadian Oil Sands for access to nonpublic information in preparation for possible bids, RBC Capital Markets Deputy Chairman R. Jamie Anderson said in an affidavit filed in support of Canadian Oil Sands. Mr. Anderson said they were among "more than 25 parties" who have expressed interest. The potential suitors weren't identified.

RBC and the Alberta Securities Commission declined to comment on the case.

If a competing bid emerges, it could undermine Suncor's contention that its offer fully values its target.

"Our offer reflects the full and fair value of all of Canadian Oil Sands' assets and liabilities," Chief Executive Steve Williams said on a conference call in late October.

Suncor seeks to consolidate its position in the Syncrude joint venture by taking over Canadian Oil Sands' 36.7% stake. Suncor currently owns 12% of Syncrude. Exxon Mobil Corp. controls a 25% stake through its Canadian subsidiary Imperial Oil Ltd., which is the primary operator of Syncrude's oil-sands mines in northern Alberta.

As a Canadian company, Suncor doesn't face a review by federal regulators under the Investment Canada Act which only applies to foreign investors. In 2012, Ottawa tightened restrictions on investment in oil-sands assets, effectively banning foreign state-owned enterprises from acquiring majority stakes in new or additional oil-sands leases.

The Alberta Securities Commission is expected to issue its decision on Canadian Oil Sands' shareholder-rights plan before Suncor's Dec. 4 deadline. If it rules in favor of Canadian Oil Sands, then shareholders would have until early April to make a decision if the Suncor bid isn't withdrawn before then.

Some 76 Canadian Oil Sands shareholders have submitted letters to the commission in support of the company's board and management and against the Suncor bid, according to a person familiar with the matter.

Suncor has said it can improve the performance of Canadian Oil Sands assets and that its offer represents a fair premium to shareholders amid a prolonged slump in crude oil prices.

Write to Chester Dawson at [e-mail]

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November 26, 2015 05:05 ET (10:05 GMT)

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