Suncor Energy Inc. (TSX:SU) signed an agreement to acquire Total E&P Canada Ltd. from TotalEnergies SE (ENXTPA:TTE) for CAD 6.1 billion on April 26, 2023. Under the terms of the transaction, Suncor would acquire all of the shares of Total E&P Canada for cash consideration of CAD 5.5 billion at closing subject to adjustments, with the potential for additional payments of up to an aggregate maximum of CAD 600 million, conditional upon Western Canadian Select benchmark pricing and certain production targets. The transaction includes the acquisition of the remaining 31.23% working interest in Fort Hills and 50% working interest in Surmont, held by Total E&P Canada. The transaction will be funded through cash on hand and debt. The offering $1.5 billion will be used to fund the transaction. The transaction is subject to regulatory approvals, the waiver of TotalEnergies EP Canada Ltd?s partners pre-emption rights, ConocoPhillips waiving its right of first refusal in respect of the Surmont working interest and customary closing conditions. On May 26, 2023, Suncor Energy has been notified that ConocoPhillips Canada has elected to exercise their right of first refusal with respect to TotalEnergies? 50% working interest in the Surmont asset. As a result, each of the parties has the right to terminate the agreement under which Suncor would acquire TotalEnergies? Canadian operations and Suncor will be assessing the transaction in light of this change.

As of October 4, 2023, Suncor Energy announced that it has agreed to acquire Total E&P Canada Ltd., which holds a 31.23% working interest in the Fort Hills oil sands mining project for CAD 1.468 billion. Upon closing of the transaction, Suncor will own 100% of Fort Hills. Regulatory approvals have been received.

The transaction is expected to close by end of third quarter of 2023. The acquisition is expected to strengthen the underlying business, result in increasing funds flow and be accretive to funds flow per share. David Harrison of J.P. Morgan Securities Canada Inc. acted as financial advisor and Peter Keohane, Chris Harris and Ky Kvisle of Blake, Cassels & Graydon LLP and Adam Givertz and Andrew Finch of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Suncor. RBC Capital Markets (Europe) GmbH, Paris Branch and TD Securities, Inc. acted as financial advisor to TotalEnergies SE.

Suncor Energy Inc. (TSX:SU) completed the acquisition of Total E&P Canada Ltd. from TotalEnergies SE (ENXTPA:TTE) on November 20, 2023.