STOCK TITAN

Ovintiv to acquire Logan Energy in roughly $890M deal

The proposed transaction would add Montney acreage, drilling locations and current production, with shareholder, court and regulatory approvals required for closing.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Ovintiv Inc. (OVV) agreed to acquire Logan Energy Corp. in an all-cash transaction that values Logan at approximately $890 million (C$1.26 billion), including expected Net Debt at closing. Ovintiv Canada ULC will acquire all issued and outstanding Logan common shares; Logan shareholders other than those exercising dissent rights will receive C$1.40 per share. Closing is subject to conditions including Logan shareholder, Alberta court and regulatory approvals, and is expected early in the first quarter of 2027.

The Montney oil-window assets include approximately 266,000 net acres, approximately 420 total net 10,000-foot equivalent oil well locations and current production of approximately 20 MBOE/d. Before the acquisition, Logan will reorganize and distribute Newco common shares and non-transferable warrants to Logan shareholders; Ovintiv will not acquire Newco or those securities. Logan will owe Ovintiv Canada a C$44 million termination fee in certain termination circumstances, and a C$5 million expense reimbursement in specified circumstances involving failure to complete the Newco Reorganization.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Transaction value Approximately $890 million (C$1.26 billion) Includes expected Net Debt at closing
Cash consideration per Logan common share C$1.40 For Logan shareholders other than those exercising dissent rights
Net oil well locations Approximately 420 total net 10,000-foot equivalent oil well locations Expected to be added through the Logan asset acquisition
Net acreage Approximately 266,000 net acres In the Montney oil window
Current production Approximately 20 MBOE/d Production from the acquired assets
Termination fee C$44 million Payable by Logan to Ovintiv Canada in certain circumstances if the Arrangement Agreement is terminated
Expense reimbursement C$5 million Payable by Logan to Ovintiv Canada in specified termination circumstances relating to failure to complete the Newco Reorganization
Net Debt financial
"including expected Net Debt at closing"
Net debt is the total amount a company owes after subtracting the cash and assets it has that can be used to pay off that debt. It shows how much debt is truly a burden, helping investors understand if a company is financially healthy or heavily borrowed. Think of it like calculating how much money you owe after using your savings to pay part of it.
dissent rights regulatory
"Logan shareholders who validly exercise dissent rights"
Dissent rights are the legal ability of shareholders to reject certain major corporate actions—like mergers or forced buyouts—and demand to be paid the fair cash value of their shares instead of staying in the combined company. This matters to investors because it provides a safety valve similar to a buyout offer on your own terms: it protects minority holders from being swept into a deal they believe undervalues their stake and can affect the cost and completion of corporate transactions.
Newco Reorganization technical
"completion of the Newco Reorganization"
non-transferable warrants financial
"non-transferable warrants to acquire additional common shares of Newco"
Non-transferable warrants are rights issued by a company that let the holder buy a set number of shares at a predetermined price, but those rights cannot be sold or given to anyone else. Think of them as a one-person ticket to buy stock that can only be used by the original holder; for investors this matters because it limits liquidity and resale options, affects the holder’s ability to realize value, and still creates potential share dilution when exercised.
fiduciary-out provisions regulatory
"including fiduciary-out provisions, non-solicitation covenants"

FAQ

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

What is Ovintiv (OVV) paying for Logan Energy?

The transaction values Logan at approximately $890 million (C$1.26 billion), including expected Net Debt at closing. Logan shareholders other than those exercising dissent rights will receive C$1.40 in cash per Logan common share.

What assets and production are included in Ovintiv’s Logan deal?

The Montney oil-window assets include approximately 266,000 net acres, approximately 420 total net 10,000-foot equivalent oil well locations and current production of approximately 20 MBOE/d. The reported production includes approximately 7 Mbbls/d of oil and condensate, 70 MMcf/d of natural gas and 1 Mbbls/d of other NGLs.

When is the Ovintiv-Logan acquisition expected to close, and what approvals are required?

The acquisition is expected to close early in the first quarter of 2027, subject to customary closing conditions, including approval by at least 66 2/3% of votes cast by Logan shareholders, Alberta court approval and Competition Act approval. If required under applicable Canadian securities laws, a simple majority of votes cast excluding votes required to be excluded must also approve.

What happens to Newco in Ovintiv’s Logan transaction?

Before Ovintiv Canada acquires Logan’s common shares, Logan will complete a reorganization and distribute all Newco common shares and non-transferable warrants to acquire additional Newco common shares to Logan shareholders on a pro rata basis. Ovintiv will not acquire Newco or the Newco securities.

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

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false 0001792580 0001792580 2026-10-26 2026-10-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 26, 2026

 

 

Ovintiv Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware 001-39191 84-4427672
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)
   
Suite 1700, 370 17th Street  
Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

 

(303) 623-2300

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
Common Stock, par value $0.01 per share   OVV   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

   

 

ITEM 1.01Entry into a Material Definitive Agreement.

On October 26, 2026, Ovintiv Inc. (“Ovintiv”), Ovintiv Canada ULC, a wholly-owned subsidiary of Ovintiv (“Ovintiv Canada” and, together with Ovintiv, the “OVV Parties”), Logan Energy Corp., a corporation organized and existing under the laws of the Province of Alberta, Canada (“Logan”), and Logan Oil Corp., a corporation organized and existing under the laws of the Province of Alberta, Canada and a wholly-owned subsidiary of Logan (“Newco”), entered into an Arrangement Agreement, dated as of October 26, 2026 (the “Arrangement Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Ovintiv has agreed to acquire Logan in an all-cash transaction, subject to satisfaction of certain closing conditions. The transaction will be effected by way of an arrangement (the “Arrangement”) under the Business Corporations Act (Alberta) in accordance with the plan of arrangement attached to the Arrangement Agreement (the “Plan of Arrangement”).

The board of directors of Ovintiv has unanimously approved the Arrangement Agreement and the Arrangement. The board of directors of Logan, acting upon the unanimous recommendation of a special committee of independent directors of Logan, has unanimously approved the Arrangement Agreement and the Arrangement.

Under the terms and conditions of the Arrangement Agreement, Ovintiv Canada will acquire all of the issued and outstanding common shares of Logan (the “Logan Common Shares”), and each Logan shareholder (other than Logan shareholders who validly exercise dissent rights in connection with the Arrangement) will receive from Ovintiv Canada C$1.40 in cash per Logan Common Share. Prior to the acquisition of the Logan Common Shares by Ovintiv Canada, Logan will complete a reorganization pursuant to which, among other things, certain assets of Logan will be conveyed to Newco and Newco will acquire Andora Energy Corporation (the “Newco Reorganization”). Pursuant to the Plan of Arrangement, immediately prior to the acquisition of the Logan Common Shares by Ovintiv Canada, all of the common shares of Newco and non-transferable warrants to acquire additional common shares of Newco (collectively, the “Newco Securities”) will be distributed to Logan shareholders on a pro rata basis. Ovintiv will not acquire Newco or the Newco Securities in connection with the Arrangement.

The Arrangement Agreement provides that the closing of the Arrangement is subject to the satisfaction or waiver of customary closing conditions, including, among others, (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards and customary qualifications), (b) compliance by each party with their respective covenants (subject to specified materiality standards and customary qualifications), (c) the approval of the Arrangement by at least 66 2/3% of the votes cast by Logan shareholders and, if required under applicable Canadian securities laws, a simple majority of the votes cast by Logan shareholders excluding the votes required to be excluded under Multilateral Instrument 61-101 (the “Logan Requisite Shareholder Approval”), at a special meeting of Logan shareholders (the “Logan Shareholder Meeting”), (d) the approval of the Arrangement by the Court of King’s Bench of Alberta, (e) approval under the Competition Act (Canada) (the “Competition Act Approval”) and (f) in the case of the obligations of the OVV Parties, (i) the completion of the Newco Reorganization and (ii) holders of not greater than 5.0% of the outstanding Logan Common Shares having validly exercised dissent rights. The OVV Parties may, in their sole discretion, waive the condition relating to the completion of the Newco Reorganization.

   

 

The OVV Parties and Logan have made customary representations and warranties in the Arrangement Agreement. The Arrangement Agreement also contains customary covenants and agreements, including, among others, covenants and agreements relating to (a) Logan conducting business in the ordinary course, (b) Logan convening the Logan Shareholder Meeting for the purpose of obtaining the Logan Requisite Shareholder Approval and (c) the efforts of the parties to cause the Arrangement to be completed, including obtaining the Competition Act Approval.

The Arrangement Agreement also provides for certain termination rights for the OVV Parties and Logan, including, among others (and subject to certain exceptions in each case), (a) by mutual written consent of the OVV Parties and Logan, and (b) by either the OVV Parties or Logan, if (i) a final non-appealable governmental order has been issued prohibiting the Arrangement, (ii) the Logan Requisite Shareholder Approval shall not have been obtained, (iii) such party’s respective conditions to closing have not been satisfied or are not capable of being satisfied on or before February 26, 2027 (the “Arrangement Outside Date”) or (iv) the Arrangement has not closed by the Arrangement Outside Date, provided however that if the Competition Act Approval has not been obtained by the Arrangement Outside Date, either party may elect to extend the Arrangement Outside Date by up to two one-month periods. The OVV Parties may also terminate the Arrangement Agreement if a material adverse effect with respect to Logan has occurred which is incapable of being cured on or before the Arrangement Outside Date.

The Arrangement Agreement includes customary deal protection provisions, including fiduciary-out provisions, non-solicitation covenants and rights to match any superior proposal. A termination fee in the amount of C$44 million is payable by Logan to Ovintiv Canada in certain circumstances, if the Arrangement Agreement is terminated. In addition, an expense reimbursement in the amount of C$5 million is payable by Logan to Ovintiv Canada if the Arrangement Agreement is terminated in specified circumstances relating to the failure to complete the Newco Reorganization.

The representations, warranties and covenants contained in the Arrangement Agreement have been made solely for the benefit of the parties thereto, subject to certain exceptions. In addition, such representations, warranties and covenants (a) have been made only for purposes of the Arrangement Agreement, (b) are subject to materiality qualifications contained in the Arrangement Agreement which may differ from what may be viewed as material by investors, (c) were made only as of the date of the Arrangement Agreement or such other date as is specified in the Arrangement Agreement and (d) have been included in the Arrangement Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Arrangement Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in Ovintiv’s public disclosures.

The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to and qualified in its entirety by reference to the copy of the Arrangement Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.

ITEM 7.01Regulation FD Disclosure.

On October 26, 2026, Ovintiv issued a news release announcing the entry into the Arrangement Agreement. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and, along with information contained on Ovintiv’s website (or linked therein or otherwise connected thereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

   

 

Forward-Looking Statements

This Form 8-K contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, except for statements of historical fact, that relate to the Arrangement and the anticipated future activities, plans, strategies, objectives or expectations of Ovintiv are forward-looking statements. When used in this Form 8-K, the use of words and phrases including “anticipates,” “believes,” “estimates,” “expects,” “intends,” “maintain,” “may,” “plans,” “potential,” “strategy,” “targets,” “will,” “would” and other similar terminology is intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words or phrases.

The forward-looking statements included in this Form 8-K involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Ovintiv has based these forward-looking statements on current expectations and assumptions about future events, including Ovintiv’s ability to consummate any pending acquisition or divestment transactions (including the transactions described herein); Ovintiv’s ability to integrate acquired assets and businesses and the timing thereof; the satisfaction of customary closing conditions and obtaining key regulatory, court and Logan shareholder approvals; the ability of Ovintiv to access credit facilities, debt and equity markets and other sources of liquidity to fund operations or acquisitions and manage debt (including to consummate the transactions described herein); and the other assumptions contained herein. Risks and uncertainties with respect to the proposed transactions described herein include, among other things, the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect Ovintiv’s and Logan’s businesses and the price of their respective securities; the effect of the announcement, pendency or completion of the proposed transaction on the market price of Ovintiv’s and Logan’s stock or the ability of each of Ovintiv and Logan to attract, motivate, retain and hire key personnel and maintain relationships with others whom they do business; that the proposed transaction may divert management’s attention from each of Ovintiv’s and Logan’s ongoing business operations; the risk of any legal proceedings related to the proposed transaction or otherwise, including resulting expense or delay; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement for the transaction, including in circumstances which would require payment of a termination fee; the risk that restrictions during the pendency of the proposed transaction may impact Ovintiv’s or Logan’s ability to pursue certain business opportunities or strategic transactions; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; risks relating to the completion of the Newco Reorganization and the distribution of the Newco Securities; and the risk that the integration of Logan’s business post-closing may not occur as anticipated. While Ovintiv considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond Ovintiv’s control. Additional risks and uncertainties that may affect the operations, performance and results of Ovintiv’s business and forward-looking statements include, but are not limited to, those set forth in Item 1A. “Risk Factors” of Ovintiv’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other risks and uncertainties impacting Ovintiv’s business as described from time to time in Ovintiv’s other periodic filings with the SEC or Canadian securities regulators.

Although Ovintiv believes the expectations represented by its forward-looking statements are reasonable based on the information available to it as of the date such statements are made, forward-looking statements are only predictions and statements of Ovintiv’s current beliefs and there can be no assurance that such expectations will prove to be correct. All forward-looking statements contained in this Form 8-K are made as of the date of this Form 8-K and, except as required by law, Ovintiv undertakes no obligation to update publicly or revise any forward-looking statements. The forward-looking statements contained or incorporated by reference in this Form 8-K, and all subsequent forward-looking statements attributable to Ovintiv, whether written or oral, are expressly qualified by these cautionary statements.

   

 

ITEM 9.01Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.   Exhibit Description
   
Exhibit 2.1*   Arrangement Agreement, dated as of October 26, 2026, by and among Ovintiv Inc., Ovintiv Canada ULC, Logan Energy Corp. and Logan Oil Corp.
   
Exhibit 99.1   News Release of Ovintiv Inc., dated October 26, 2026.
   
Exhibit 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Ovintiv Inc. hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.
   

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 26, 2026

  OVINTIV INC.  
  (Registrant)  
       
  By: /s/ Dawna I. Gibb  
  Name: Dawna I. Gibb  
  Title: Assistant Corporate Secretary  

 

 

 

   

 

EXHIBIT 99.1

 

  News release

 

 

Ovintiv Announces Agreement to Acquire Montney Oil Producer,

Logan Energy Corp.

Transaction Unlocks Incremental Profitability, Provides Additional Oil Growth Optionality, and Adds to Premium Return Drilling Inventory

 

Highlights:

·Agreement reached to acquire Logan Energy Corp. for C$1.40 per share in cash for total consideration of approximately $890 million (C$1.26 billion) including the assumption of Net Debt
·Ovintiv’s shareholder returns plan is unchanged – targeting 2026 shareholder returns of at least 60% of Non-GAAP Free Cash Flow
·Acquisition is expected to add approximately 266,000 net acres and approximately 20 thousand barrels of oil equivalent per day ("MBOE/d") in the oil-rich window of the Montney
·Montney-only inventory additions of approximately 420 total net 10,000-foot equivalent oil well locations, including approximately 220 premium(1) return well locations at an average cost of $1.5 million per premium location(2) and approximately 200 upside locations
·Includes ownership of two new oil batteries and interests in two natural gas processing facilities which are expected to enhance Montney margins and enable future oil growth optionality
·Transaction is expected to be immediately and long-term accretive across all key financial metrics including Non-GAAP Cash Flow per Share accretion of approximately 5% in 2027
·Annual cost synergies expected to total approximately $60 million

 

DENVER, October 26, 2026 – Ovintiv Inc. (NYSE: OVV) (TSX: OVV) ("Ovintiv" or the "Company") and Logan Energy Corp. (“Logan”) (TSXV: LGN) today announced that they have entered into a definitive agreement whereby Ovintiv will acquire all of the outstanding shares of Logan in an all-cash transaction that values Logan at approximately $890 million (C$1.26 billion) including expected Net Debt at closing. The acquisition is expected to add approximately 420 total net 10,000-foot equivalent oil well locations, and approximately 266,000 net acres (approximately 200,000 core acres, 80% undeveloped) in the Montney oil window. Current production from the acquired assets is approximately 20 MBOE/d (approximately 7 thousand barrels per day (“Mbbls/d”) of oil and condensate, 70 million cubic feet per day (“MMcf/d”) of natural gas and 1 Mbbls/d of other NGLs (C2 to C4)). The assets are located in close proximity to Ovintiv's existing Montney operations and include two new oil batteries and additional natural gas processing capacity.

 

"This bolt-on transaction delivers value for our shareholders by adding high margin oil and condensate production and infrastructure, utilizing our operational advantage to drive significant synergies, and adding to our already deep drilling inventory and future growth optionality," said Ovintiv President and CEO, Brendan McCracken. "The Logan assets have demonstrated leading oil productivity performance and will immediately compete for capital alongside the rest of our portfolio.”

 

The transaction is expected to be funded through a combination of the Company's cash on hand, borrowings under its credit facility and its commercial paper program.

 

1)Premium return well locations defined as generating a greater than 35% internal rate of return at $55/bbl WTI oil and $2.75/MMBtu NYMEX natural gas prices.
2)Assumes PDP value of $27,500/BOE/d.

 

 1

 

Transaction Overview:

·Immediately Accretive – The transaction is expected to be immediately and long-term accretive across key operational and financial metrics including Non-GAAP Cash Flow per Share of 5%, and Non-GAAP Free Cash Flow per Share of 3% in 2027.
·Increases Montney Scale – The transaction is expected to add approximately 420 total net 10,000-foot equivalent oil well locations (220 premium return locations and approximately 200 upside locations, all located in the Simonette and Pouce Coupe areas). Ovintiv's core land position in the Montney is expected to increase to approximately 720,000 net acres. Also included in the transaction is approximately 60,000 net acres with exposure to the Duvernay shale. A map of Ovintiv’s pro forma acreage is available on its website at: https://investor.ovintiv.com/image/OVV+Pro+Forma+Montney+Map.pdf.
·Significant Synergies – The transaction is expected to generate cost synergies of approximately $60 million annually, comprised primarily of capital savings, production cost savings and overhead cost reductions. Capital cost savings are estimated at more than $2 million per well across the acquired assets, consistent with Ovintiv's current Montney well costs.
·Infrastructure Ownership – Logan has 100% ownership in two new oil batteries in Simonette with combined capacity of 24 Mbbls/d, the first of which came online during the third quarter of 2026, and the second is expected to come online by the end of the first quarter of 2027. Logan also has 50% ownership at a natural gas processing facility in Simonette with total capacity of 90 MMcf/d and 65% ownership in a natural gas processing facility in Pouce Coupe with total capacity of 57 MMcf/d. Ownership in these facilities is expected to enhance Ovintiv's Montney margins and provide future growth optionality.
·Maintains Strong Balance Sheet – Following closing of the transaction early in the first quarter of 2027, Ovintiv expects its Net Debt to be below $4 billion. The Company’s targeted shareholder returns remain unchanged with at least 60% of 2026 Non-GAAP Free Cash Flow expected to be returned to shareholders via share buybacks and regular dividend payments. Beyond 2026, the target range remains unchanged at 50% to 100%.

 

Refer to Note 1 for information regarding Non-GAAP Measures in this release.

 

As part of the transaction, 100% of the shares of Logan Oil Corp., a newly formed wholly owned subsidiary of Logan, will be spun out to the shareholders of Logan and will include select Logan assets outside the Montney and Duvernay fairways. More details specific to Logan Oil Corp. can be found on Logan’s website.

 

Timing and Approvals

The transaction has been unanimously approved by the Boards of Directors of both Ovintiv and Logan and is expected to close early in the first quarter of 2027, subject to the receipt of Logan shareholder, court and regulatory approvals and the satisfaction of other customary closing conditions.

 

Advisors

RBC Capital Markets is serving as exclusive financial advisor to Ovintiv on the transaction. Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors to Ovintiv on the transaction.

 

 

 2

 

 

Important information

Unless otherwise noted, Ovintiv reports in U.S. dollars and production and sales estimates are reported on an after-royalties basis. Unless otherwise specified or the context otherwise requires, references to Ovintiv or to the Company includes reference to subsidiaries of and partnership interests held by Ovintiv Inc. and its subsidiaries.

 

NI 51-101 Exemption

The Canadian securities regulatory authorities have issued a decision document (the "Decision") granting Ovintiv exemptive relief from the requirements contained in Canada's National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101"). As a result of the Decision, and provided that certain conditions set out in the Decision are met on an on-going basis, Ovintiv will not be required to comply with the Canadian requirements of NI 51-101 and the Canadian Oil and Gas Evaluation Handbook. The Decision permits Ovintiv to provide disclosure in respect of its oil and gas activities in the form permitted by, and in accordance with, the legal requirements imposed by the U.S. Securities and Exchange Commission ("SEC"), the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the rules of the NYSE. The Decision also provides that Ovintiv is required to file all such oil and gas disclosures with the Canadian securities regulatory authorities on www.sedarplus.ca as soon as practicable after such disclosure is filed with the SEC.

 

NOTE 1: Non-GAAP Measures

Certain measures in this news release do not have any standardized meaning as prescribed by U.S. GAAP and, therefore, are considered non-GAAP measures. These measures may not be comparable to similar measures presented by other companies and should not be viewed as a substitute for measures reported under U.S. GAAP. These measures are commonly used in the oil and gas industry and/or by Ovintiv to provide shareholders and potential investors with additional information regarding the Company's liquidity and its ability to generate funds to finance its operations. For additional information regarding non-GAAP measures, see the Company's website. This news release contains references to non-GAAP measures as follows:

 

·Non-GAAP Cash Flow and Non-GAAP Cash Flow per Share are non-GAAP measures. Non-GAAP Cash Flow is defined as cash from (used in) operating activities excluding net change in other assets and liabilities, and net change in non-cash working capital. Non-GAAP Cash Flow per Share is Non-GAAP Cash Flow divided by the weighted average number of shares of common stock outstanding.
·Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow per Share are non-GAAP measures. Non-GAAP Free Cash Flow is defined as Non-GAAP Cash Flow in excess of capital expenditures, excluding net acquisitions and divestitures. Non-GAAP Free Cash Flow per Share is Non-GAAP Free Cash Flow divided by the weighted average number of shares of common stock outstanding. Forecasted Non-GAAP Cash Flow and forecasted Non-GAAP Free Cash Flow assume strip pricing as of October 20, 2026. Due to their forward-looking nature, management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measures, such as changes in operating assets and liabilities. Accordingly, Ovintiv is unable to present quantitative reconciliations of such forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures. Amounts excluded from these non-GAAP measures in future periods could be significant.
 3

 

·Net Debt is a non-GAAP measure defined as long-term debt, including the current portion, less cash and cash equivalents.

 

ADVISORY REGARDING OIL AND GAS INFORMATION – The conversion of natural gas volumes to barrels of oil equivalent ("BOE") is on the basis of six thousand cubic feet to one barrel. BOE is based on a generic energy equivalency conversion method primarily applicable at the burner tip and does not represent economic value equivalency at the wellhead. Readers are cautioned that BOE may be misleading, particularly if used in isolation. The term "liquids" is used to represent oil, NGLs and condensate. The term "condensate" refers to plant condensate.

 

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, except for statements of historical fact, that relate to the proposed transaction and the anticipated future activities, plans, strategies, objectives or expectations of the Company, including the timing, funding and expected benefits and synergies of the acquisition, are forward-looking statements. When used in this news release, the use of words and phrases including "anticipates," "believes," "continue," "could," "estimates," "expects," "focused on," "forecast," "guidance," "intends," "maintain," "may," "opportunities," "outlook," "plans," "potential," "strategy," "targets," "will," "would" and other similar terminology is intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words or phrases. Readers are cautioned against unduly relying on forward-looking statements, which are based on current expectations and, by their nature, involve numerous assumptions that are subject to both known and unknown risks and uncertainties (many of which are beyond our control) that may cause such statements not to occur, or actual results to differ materially and/or adversely from those expressed or implied. These assumptions include, without limitation: future commodity prices and basis differentials; the Company's ability to consummate any pending acquisition or divestment transactions (including the transaction described herein); the Company's ability to integrate acquired assets and businesses and the timing thereof; the satisfaction of customary closing conditions and obtaining key regulatory, court and Logan shareholder approvals; the ability of the Company to access credit facilities, debt and equity markets and other sources of liquidity to fund operations or acquisitions and manage debt (including to consummate the transaction described herein) ; the availability of attractive commodity or financial hedges and the enforceability of risk management programs; the Company's ability to capture and maintain gains in productivity and efficiency; the ability for the Company to generate cash returns and execute on its share buyback plan; expectations of plans, strategies and objectives of the Company, including anticipated production volumes and capital investment; the Company's ability to manage cost inflation and expected cost structures, including expected operating, transportation, processing and labor expenses; the outlook of the oil and natural gas industry generally, including impacts from changes to the geopolitical environment; expectations and projections made in light of, and generally consistent with, the Company's historical experience and its perception of historical industry trends; and the other assumptions contained herein. Risks and uncertainties with respect to the proposed transactions described herein include, among other things, the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect the Company's and Logan’s businesses and the price of their respective securities; the effect of the announcement, pendency or completion of the proposed transaction on the market price of the Company and Logan’s stock or the ability of each of the Company and Logan to attract, motivate, retain

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and hire key personnel and maintain relationships with others whom they do business; that the proposed transaction may divert management's attention from each of the Company's and Logan’s ongoing business operations; the risk of any legal proceedings related to the proposed transaction or otherwise, including resulting expense or delay; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement for the transaction, including in circumstances which would require payment of a termination fee; the risk that restrictions during the pendency of the proposed transaction may impact the Company's or Logan’s ability to pursue certain business opportunities or strategic transactions; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; and the risk that the integration of Logan’s business post-closing may not occur as anticipated. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Although the Company believes the expectations represented by its forward-looking statements are reasonable based on the information available to it as of the date such statements are made, forward-looking statements are only predictions and statements of our current beliefs and there can be no assurance that such expectations will prove to be correct. Unless otherwise stated herein, all statements, including forward looking statements, contained in this news release are made as of the date of this news release and, except as required by law, the Company undertakes no obligation to update publicly, revise or keep current any such statements The forward-looking statements contained in this news release and all subsequent forward-looking statements attributable to the Company, whether written or oral, are expressly qualified by these cautionary statements.

 

The reader should carefully read the risk factors described in Item 1A "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and in other filings with the SEC or Canadian securities regulators, for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. Other unpredictable or unknown factors not discussed in this news release could also have material adverse effects on forward-looking statements.

 

Further information on Ovintiv Inc. is available on the Company’s website, www.ovintiv.com, or by contacting:

 

Investor contact:

(888) 525-0304 

investor.relations@ovintiv.com

Media Contact:

(403) 645-2252

 

 

SOURCE: Ovintiv Inc.

 

 

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