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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 1.01 | Entry 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 7.01 | Regulation 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 9.01 | Financial 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. |
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.
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. |
| · | 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
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:
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Investor contact:
(888) 525-0304
investor.relations@ovintiv.com
Media Contact:
(403) 645-2252
SOURCE: Ovintiv Inc. |
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