NUVISTA AND OVINTIV ANNOUNCE NUVISTA SHAREHOLDER APPROVAL AND RECEIPT OF FINAL ORDER FOR TRANSACTION WITH OVINTIV AND PRELIMINARY RESULTS OF ELECTIONS BY NUVISTA SHAREHOLDERS REGARDING FORM OF CONSIDERATION

NuVista (TSX: NVA) and Ovintiv (NYSE: OVV) announced NuVista shareholder approval of the arrangement with approximately 99% of votes in favour and that the Court of King’s Bench of Alberta granted the Final Order on January 23, 2026.

Rhea-AI Summary

NuVista (TSX: NVA) and Ovintiv (NYSE: OVV) announced NuVista shareholder approval of the arrangement with approximately 99% of votes in favour and that the Court of King’s Bench of Alberta granted the Final Order on January 23, 2026. The transaction remains subject to customary closing conditions and approval under the Investment Canada Act and is expected to close shortly after that approval.

Preliminary election results for form of consideration show constraints of a maximum aggregate C$1.57 billion cash pool and about 30.1 million Ovintiv shares, with preliminary allocation percentages reported for each election class.

Positive

• NuVista Transaction Resolution approved by approximately 99% of votes
• Court of King’s Bench of Alberta granted the Final Order
• Transaction expected to close shortly after Investment Canada Act approval
• Maximum aggregate C$1.57 billion cash consideration available

Negative

• Share consideration capped at approximately 30.1 million Ovintiv shares
• Preliminary proration creates partial cash allocation for some share electors
• Closing remains conditional on Investment Canada Act approval

Argus Jan 26 session

+0.83% close to close 1.4x rel. volume Open Argus

Details

News Market Reaction – OVV

On Jan 26, the first trading day after this news, OVV closed 0.83% above the previous close.

Data tracked by StockTitan Argus for the Jan 26 session.

Key Figures

Cash consideration per NuVista share: C$18.00 Max aggregate cash consideration: C$1.57 billion Max aggregate Ovintiv shares: 30.1 million shares +5 more

Cash consideration per NuVista share

C$18.00

Cash option in Ovintiv–NuVista transaction

Max aggregate cash consideration

C$1.57 billion

Cash cap for NuVista acquisition consideration

Max aggregate Ovintiv shares

30.1 million shares

Share cap for NuVista acquisition consideration

Share exchange ratio

0.344 Ovintiv share per NuVista share

Share consideration option

NuVista shareholder support

≈99% of votes cast

Approval of transaction plan of arrangement

Election deadline time

4:30 p.m. Calgary time

Election cut-off on January 21, 2026

All-share election mix

58% shares / 42% cash

Preliminary allocation for all-share elections

Default/50-50 election mix

71% cash / 29% shares

Preliminary allocation for default or 50/50 elections

Historical Context

5 past events · Latest: Jan 20

5 events

1. Jan 20

   Earnings call scheduling

   24h Move

   -0.3%

   Announcement of timing for Q4 2025 and year-end results call and webcast.

2. Dec 15

   Commercial agreement

   24h Move

   -5.0%

   12-year Cedar LNG capacity agreement to enable LNG exports and market access.

3. Dec 12

   Board succession

   24h Move

   -2.7%

   Planned retirement of chairman and appointment of successor effective May 6, 2026.

4. Nov 04

   Earnings results

   24h Move

   -0.7%

   Q3 2025 results with strong cash generation and raised production guidance.

5. Nov 04

   Acquisition announcement

   24h Move

   -0.7%

   Agreement to acquire NuVista and divest Anadarko assets as portfolio transformation.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

plan of arrangement, final order, cash consideration, share consideration, +1 more

5 terms

plan of arrangement regulatory

"voted in favour of the previously announced plan of arrangement (the "Transaction")"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

final order regulatory

"the Court of King's Bench of Alberta granted the Final Order in respect of the Transaction"

A final order is a definitive decision issued by a court or regulatory agency that resolves a particular case or enforcement matter and marks the end of that proceeding within the issuing body. For investors it matters because it removes regulatory uncertainty—like a referee blowing the final whistle—by confirming liabilities, penalties, required actions, or cleared obligations that can materially affect a company’s finances and future prospects.

cash consideration financial

"to elect to receive: (i) $18.00 (CAD) in cash per NuVista Share (the "Cash Consideration")"

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

share consideration financial

"0.344 of a share in the common stock of Ovintiv ... (the "Share Consideration")"

Share consideration is the portion of payment in a deal—such as a merger, acquisition, or settlement—that is made by issuing shares instead of paying cash. For investors it matters because receiving or issuing shares changes who owns what, can dilute existing holdings, alters future dividend and voting power, and links the deal’s value to the combined company’s stock performance; think of being paid in store gift cards rather than cash.

election deadline regulatory

"the deadline to have made such election was 4:30 pm (Calgary time) on January 21, 2026 (the "Election Deadline")"

An election deadline is the final date by which investors, shareholders or eligible parties must submit a formal choice in a corporate, regulatory or public vote — for example casting a shareholder vote, opting into a corporate action, or filing a tax or regulatory election. Missing this cutoff can lock in an outcome and affect ownership, dividends, voting rights or tax treatment, so investors must act by the deadline much like missing a signup cutoff can cost access to a class or service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CALGARY, AB, Jan. 23, 2026 /PRNewswire/ - NuVista Energy Ltd. (TSX: NVA) ("NuVista") and Ovintiv Inc. (NYSE: OVV) (TSX: OVV) ("Ovintiv") are pleased to announce that today at NuVista's special meeting (the "Meeting") of holders ("NuVista Shareholders") of common shares of NuVista ("NuVista Shares"), NuVista Shareholders voted in favour of the previously announced plan of arrangement (the "Transaction") involving NuVista, NuVista Shareholders, Ovintiv Canada ULC ("Ovintiv Canada") and Ovintiv Inc. At the Meeting, the special resolution (the "Transaction Resolution") approving the Transaction was approved by approximately 99% of the votes cast by NuVista Shareholders, present in person or represented by proxy at the Meeting. For additional details of the voting results on the Transaction Resolution, see NuVista's Report of Voting Results filed pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations available on NuVista's profile on SEDAR+ at www.sedarplus.ca.

Following the Meeting, the Court of King's Bench of Alberta granted the Final Order in respect of the Transaction. The Transaction, subject to the satisfaction or waiver of other customary closing conditions, is expected to close shortly after receipt of approval under the Investment Canada Act.

NuVista and Ovintiv are also pleased to announce preliminary results of the elections made by NuVista Shareholders regarding the form of consideration they wish to receive in connection with the Transaction. As previously announced, the deadline to have made such election was 4:30 pm (Calgary time) on January 21, 2026 (the "Election Deadline").

Pursuant to the Transaction and prior to the Election Deadline, NuVista Shareholders were entitled to elect to receive: (i) $18.00 (CAD) in cash per NuVista Share (the "Cash Consideration"); (ii) 0.344 of a share in the common stock of Ovintiv (each whole share, an "Ovintiv Share") per NuVista Share (the "Share Consideration"); or (iii) a combination of Cash Consideration and Share Consideration for their NuVista Shares, subject to rounding and proration based on a maximum aggregate Cash Consideration of approximately $1.57 billion (CAD) and a maximum aggregate Share Consideration of approximately 30.1 million Ovintiv Shares. As previously disclosed, NuVista Shareholders who did not make a valid election prior to the Election Deadline, were deemed to have elected to receive Cash Consideration with respect to 50% of their NuVista Shares and Share Consideration with respect to 50% of their NuVista Shares.  

Based on information as of the Election Deadline, the preliminary results of the consideration elections are as follows:

i.     NuVista Shareholders who elected to receive Cash Consideration in respect of all of their NuVista Shares, will receive 100% of their total consideration as Cash Consideration;

ii.    NuVista Shareholders who elected to receive Share Consideration in respect of all of their NuVista Shares, will receive approximately 58% of their total consideration as Share Consideration and approximately 42% as Cash Consideration; and

iii.   NuVista Shareholders who did not make a valid election prior to the Election Deadline or who elected to receive 50% Cash Consideration and 50% Share Consideration in respect of their NuVista Shares, will receive approximately 71% of their total consideration as Cash Consideration and approximately 29% as Share Consideration.

The foregoing results are preliminary only, and the final allocation of the Cash Consideration and Share Consideration will be calculated in accordance with the arrangement agreement among NuVista, Ovintiv and Ovintiv Canada dated November 4, 2025, as amended from time to time.

CURRENCY

All amounts in this press release are stated in Canadian (C$) unless otherwise specified.

FORWARD-LOOKING INFORMATION

Certain statements contained in this news release may constitute forward-looking statements within the meaning of applicable Canadian securities laws and applicable U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or NuVista's or Ovintiv's future performance. All statements other than statements of historical fact may be forward-looking statements. The use of any of the words "estimate", "will", "would", "believe", "plan", "expected", "potential", and similar expressions are intended to identify forward-looking statements. Forward-looking statements are often, but not always, identified by such words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. In particular, and without limiting the foregoing, this news release contains forward looking statements with respect to: the completion of the Transaction, including the satisfaction of the closing conditions and the anticipated closing date and other similar statements; and the final election results, including the preliminary results of Cash Consideration and Share Consideration payable pursuant to the Transaction.

Forward-looking information contained in this news release is based on management's expectations and assumptions regarding, among other things: completion of the Transaction on the anticipated terms and timing, or at all, including the satisfaction of the conditions to closing the Transaction; the maximum aggregate Cash Consideration and Share Consideration payable under the Transaction; the final election results, including the final results of Cash Consideration and Share Consideration payable pursuant to the Transaction; the effect or outcome of litigation; the existence of any laws or material changes thereto that may adversely affect NuVista, Ovintiv or Ovintiv Canada or impact the completion of the Transaction; potential adverse changes to business prospects and opportunities resulting from the announcement or completion of the Transaction; and general business, market and economic conditions. Although NuVista and Ovintiv believe that the assumptions used in such forward-looking statements and information are reasonable based on the information available as of the date such statements are made, there can be no assurance that such assumptions will be correct. Accordingly, readers are cautioned that the actual results achieved may vary from the forward-looking information provided herein and that the variations may be material. Readers are also cautioned that the foregoing list of assumptions, risks and factors is not exhaustive.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Arrangement will be found in the Circular, along with (i) NuVista's other public disclosure documents which are available through NuVista's website at www.nvaenergy.com. and through the SEDAR+ website at www.sedarplus.ca and (ii) Ovintiv's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and in Ovintiv's other filings made with the U.S. Securities and Exchange Commission or Canadian securities regulators.

The forward-looking information included in this news release is expressly qualified in its entirety by the foregoing cautionary statements. Unless otherwise stated, the forward-looking information included in this news release is made as of the date of this news release and NuVista and Ovintiv assume no obligation to update or revise any forward-looking information to reflect new events or circumstances, except as required by law.

FOR FURTHER INFORMATION CONTACT:

NuVista Energy Ltd. 

Mike J. Lawford           
President and CEO      
(403) 538-1936              

Ivan J. Condic
VP, Finance and CFO
(403) 538-1945

OVINTIV INC.

Investor contact: (888) 525-0304 
investor.relations@ovintiv.com
Media contact: (403) 645-2252

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SOURCE Ovintiv Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the NuVista shareholder vote result for the arrangement with Ovintiv (OVV)?

The Transaction Resolution was approved by approximately 99% of votes cast at the special meeting on January 23, 2026.

Has the court approved the NuVista–Ovintiv transaction and what court issued the order?

Yes; the Court of King’s Bench of Alberta granted the Final Order on January 23, 2026.

What are the preliminary election results for consideration form in the OVV deal?

Preliminary allocations show varying mixes: all-cash electors receive 100% cash; all-share electors receive ~58% shares and ~42% cash; deemed/50-50 electors receive ~71% cash and ~29% shares.

What are the maximum aggregate cash and share limits for the NuVista transaction with Ovintiv (OVV)?

The arrangement includes a maximum aggregate C$1.57 billion cash consideration pool and approximately 30.1 million Ovintiv shares available for share consideration.

When will the NuVista and Ovintiv transaction close and what condition remains?

The transaction is expected to close shortly after receipt of approval under the Investment Canada Act, subject to other customary closing conditions.