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Canada: TotalEnergies accepts an offer from Suncor to purchase its oil sands assets

TotalEnergies will pay out at least 40% of cash flow to its shareholders in 2024

Paris, April 27, 2023 – After the announcement of the project spin off of its Canadian assets, TotalEnergies has received several unsolicited offers, including one from Suncor Energy Inc to acquire all shares of TotalEnergies EP Canada Ltd, an offer that went through last month.

Under the terms of the signed agreement, Suncor is expected to acquire all shares in TotalEnergies EP Canada Ltd for consideration including cash Close CA$5.5 billion (approximately US$4.1 billion) and additional payments of up to a maximum of CA$600 million (approximately US$450 million), subject to certain conditions.

This amount is consistent with valuations of CA$5 billion to CA$6 billion as part of the company’s initial listing proposal spin off by the financial advisors of TotalEnergies.

Consequently, the Board of Directors of TotalEnergies came to the conclusion that this transaction, which is easier to implement than the spin off The planned measure is attractive enough to represent an alternative in the interests of the company and its shareholders and has decided to proceed with it.

This transaction is subject to non-exercise of the right of first refusal by the partners of TotalEnergies EP Canada Ltd and customary closing conditions, including but not limited to obtaining necessary regulatory approvals. TotalEnergies and Suncor aim to complete the transaction before the end of the 3rd century^th quarter of 2023.

In light of future proceeds from this sale, the board has decided to allocate at least 40% of the company’s 2023 cash flow (CFFO) to shareholders in 2024 (maximum of the 35-40% range announced in 2022), either through share repurchases or a special dividend payment. The Board of Directors will make its decision Close of the operation after a dialogue with its shareholders.

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About Total Energy

TotalEnergies is a global multi-energy energy production and supply company: oil and biofuels, natural gas and green gases, renewable energy and power. Its more than 100,000 employees are committed to making energy more affordable, cleaner, more reliable and accessible to as many people as possible. TotalEnergies is represented in almost 130 countries and places sustainable development in all its dimensions at the center of its projects and activities in order to contribute to the well-being of the population.

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The terms “TotalEnergies”, “TotalEnergies company” and “company” used in this document refer to TotalEnergies SE and the consolidated companies that TotalEnergies SE directly or indirectly controls. Likewise, the terms “we”, “us”, “our” may also be used to refer to these companies or their employees. The companies in which TotalEnergies SE has a direct or indirect stake are independent legal entities. This document may contain forward-looking statements. They may prove inaccurate in the future and depend on risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation or responsibility to investors or other interested parties to update or revise all or any part of the statements, forward-looking information, trends or objectives contained in this document, in particular as a result of new information or future events. Information regarding the risk factors that are expected to have a material adverse effect on TotalEnergies’ financial results or operations is also available in the most recent versions of the Universal Registration Document filed by TotalEnergies SE with the Autorité des marchés financiers and Form 20-F filed with the United States Securities and Exchange Commission (“SEC”).