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NuVista Energy Ltd
Symbol NVA
Shares Issued 193,254,138
Close 2026-01-12 C$ 18.14
Market Cap C$ 3,505,630,063
Recent Sedar+ Documents

NuVista deal backed by proxy advisory firms

2026-01-12 17:25 ET - News Release

Mr. Mike Lawford reports

INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND NUVISTA SHAREHOLDERS VOTE "FOR" PROPOSED OVINTIV TRANSACTION

Independent proxy advisory firms, including Institutional Shareholder Services (ISS), have recommended shareholders of NuVista Energy Ltd. vote for the special resolution approving the arrangement (as defined below) at the upcoming special meeting of NuVista shareholders to be held on Jan. 23, 2026, at 8 a.m. (Calgary time). At the meeting, NuVista shareholders will be asked to approve the previously announced plan of arrangement involving NuVista, NuVista shareholders, Ovintiv Inc. and a wholly owned subsidiary of Ovintiv, Ovintiv Canada ULC.

  • ISS cites flexibility for NuVista shareholders to realize certain cash value or continued participation in endorsing the arrangement.
  • Your vote is important -- vote well in advance of the proxy voting deadline on Wednesday, Jan. 21, 2026, at 8 a.m. (Calgary time).
  • NuVista shareholders are encouraged to make an election with respect to their preferred form of consideration to be received for the arrangement ahead of the election deadline of Wednesday, Jan. 21, 2026, at 4:30 p.m. (Calgary time).
  • Questions or require voting assistance? Contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), by texting "info" to either number or by e-mail at assistance@laurelhill.com.

Under the terms of the arrangement, NuVista shareholders shall be entitled to elect to receive, in exchange for their shares of NuVista: (i) $18.00 in cash per NuVista share; (ii) 0.344 of a share in the common stock of Ovintiv per NuVista share; or (iii) a combination of cash consideration and share consideration for their NuVista shares, subject to rounding and proration based on the maximum aggregate cash consideration and the maximum aggregate share consideration set forth in the arrangement agreement.

Independent third party proxy advisory recommendations

In issuing its endorsement in the report dated Jan. 9, 2026, ISS lauded the sales process and negotiations that generated increased consideration with a larger cash component, and a valuation that "exceeds historical market prices over the last 15 years" as key factors in arriving at their positive recommendation.

As an independent proxy advisory firm, ISS has approximately 3,400 clients including many of the world's leading institutional investors who rely on ISS's objective and impartial analysis to make important voting decisions.

"We're pleased to see the transaction receive the endorsements of the leading independent proxy advisory firms and that they've recognized the accelerated value and opportunity this transaction creates for the NuVista shareholders," said Mike Lawford, president, chief executive officer and director of NuVista. "These recommendations further reinforce our board's determination that this transaction represents the best path forward for NuVista and NuVista shareholders."

Meeting and voting details

The meeting will be held on Jan. 23, 2026, at 8 a.m. (Calgary time), in person at the Conference Centre (fourth floor) of Eighth Avenue Place, 525 -- 8th Ave., S.W., Calgary, Alta. NuVista shareholders are urged to vote well in advance of the meeting and in any event, prior to the proxy voting deadline, of Wednesday, Jan. 21, 2026, at 8 a.m. (Calgary time).

Registered NuVista shareholders, being those who hold their NuVista shares with a physical share certificate or DRS Advice, may vote by: (a) by mail using the return envelope accompanying the management information circular and proxy statement of NuVista dated Dec. 19, 2025, that was mailed to NuVista shareholders or one addressed to Odyssey Trust Company, proxy department, Trader's Bank Building, 1100 -- 67 Yonge St., Toronto, Ont., M5E 1J8; (b) by hand delivery to the same address; or (c) through the Internet.

Beneficial NuVista shareholders, being those who hold their shares at a bank, brokerage or other intermediary, should follow the instructions set out in the voting instruction form (VIF) accompanying the circular. For the majority of beneficial NuVista shareholders, voting will be facilitated by Broadridge Investor Communications Corp. and they will be provided a 16-digit control number, which can be used to vote: (i) on-line; (ii) by telephone at the number listed on VIF; or (iii) by completing and returning the VIF using the return envelope provided with the VIF. Certain beneficial NuVista shareholders will also be eligible to vote their NuVista shares over the phone by calling NuVista's proxy solicitation agent and shareholder communications adviser, Laurel Hill Advisory Group, at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).

The circular and related meeting materials can be found on NuVista's SEDAR+ profile and on NuVista's website.

Election reminder

NuVista also reminds NuVista shareholders to submit their elections in respect of the consideration to be received pursuant to the arrangement. To be valid, registered NuVista shareholders must submit their elections to Odyssey Trust Company, who is acting as depositary in connection with the arrangement, by Wednesday Jan. 21, 2026, at 4:30 p.m. (Calgary time).

Under the arrangement, each NuVista shareholder shall be entitled to elect to receive: (i) cash consideration; (ii) share consideration; or (iii) combined consideration for such NuVista shareholder's NuVista shares, subject to rounding and proration based on the maximum aggregate cash consideration and the maximum aggregate share consideration.

NuVista shareholders who do not submit their election ahead of the election deadline will be deemed to have elected to receive cash consideration with respect to 50 per cent of their NuVista shares and share consideration with respect to 50 per cent of their NuVista shares.

Registered NuVista shareholders must complete and return the letter of transmittal and election form which will enable each NuVista shareholder to obtain the consideration they are entitled to receive under the arrangement. The letter of transmittal and election form is for use by registered NuVista shareholders only. Beneficial NuVista shareholders should contact their intermediary/broker regarding the arrangement in order to provide instructions on how such intermediary/broker should complete the letter of transmittal and election form and make their election. The intermediary/broker may establish earlier deadlines for making elections.

About NuVista Energy Ltd.

NuVista is an oil and natural gas company actively engaged in the exploration for, and the development and production of, oil and natural gas reserves in the province of Alberta. NuVista's primary focus is on the scalable and repeatable condensate-rich Montney formation in the Pipestone and Wapiti areas of the Alberta Deep basin. The NuVista shares trade on the TSX under the symbol NVA.

We seek Safe Harbor.

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