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Ovintiv Announces Agreement to Acquire NuVista Energy

05/11/2025

Highlights:

  • Agreement reached to acquire NuVista Energy Ltd. at an average price of approximately C$17.80 per share, or total consideration of approximately $2.7 billion (C$3.8 billion)
  • Acquisition is expected to add approximately 140,000 net acres and approximately 100 thousand barrels of oil equivalent per day ("MBOE/d") in the core of the oil-rich Alberta Montney, highly complementary to Ovintiv's existing acreage
  • Drilling inventory additions of approximately 930 total net 10,000-foot equivalent well locations, at an average cost of $1.3 million per location, including approximately 620 premium(1) return well locations and approximately 310 upside locations
  • Access to additional strategic processing infrastructure and downstream capacity to enable future oil growth optionality and natural gas price diversification
  • Transaction is expected to be immediately and long-term accretive across all key financial metrics including Non-GAAP Free Cash Flow accretion of approximately 10%
  • Annual synergies expected to total approximately $100 million
  • Divestiture process for Ovintiv's Anadarko assets expected to commence in the first quarter of 2026, proceeds expected to be used for accelerated debt reduction
  • Ovintiv expects to be below its Non-GAAP Net Debt target of $4 billion by year-end 2026, enabling increased share buybacks

Ovintiv Inc. and NuVista Energy have entered into a definitive agreement whereby Ovintiv will acquire all of the outstanding shares of NuVista in a cash and stock transaction that values NuVista at approximately $2.7 billion (C$3.8 billion). Included in the total transaction value is approximately $215 million (C$300 million) of NuVista net debt and 18.5 million shares of NuVista common stock which Ovintiv purchased in a previous transaction. The acquisition is expected to add approximately 930 net 10,000-foot equivalent well locations, and approximately 140,000 net acres (approximately 70% undeveloped) in the core of the oil-rich Alberta Montney. Full year 2026 production from the acquired assets is expected to average approximately 100 MBOE/d (approximately 25 thousand barrels per day ("Mbbls/d") of oil and condensate). The assets are directly adjacent to Ovintiv's current operations and include access to processing and downstream infrastructure with significant available capacity. The transaction has been unanimously approved by the Boards of Directors of both companies.

Ovintiv currently owns approximately 9.6% of NuVista's outstanding shares purchased previously in a private transaction for C$16.00 per share. Under the terms of the agreement, Ovintiv will acquire all of the issued and outstanding common shares not otherwise owned by Ovintiv for C$18.00 per share. Total consideration will be made up of 50% cash and 50% Ovintiv common stock. This results in a blended total acquisition price for NuVista of approximately C$17.80 per share. Following the transaction, NuVista shareholders other than Ovintiv will own approximately 10.6% of the pro forma company.

"This transaction boosts our free cash flow per share by acquiring top decile rate of return assets in the heart of the Montney oil window at an attractive price," said Ovintiv President and CEO, Brendan McCracken. "The NuVista assets were identified as part of an in-depth technical and commercial analysis to identify the highest value undeveloped oil resource in North America. The position is 70% undeveloped and is an exceptional fit with our existing acreage and infrastructure. The team at NuVista has done a tremendous job building these assets which have demonstrated top-tier well performance. We are excited to apply our industry-leading expertise to the combined position. In addition to the high-quality resource and fit with our legacy assets, NuVista has secured significant processing capacity, further unlocking optionality for future oil and condensate growth, paired with a downstream market access portfolio that provides valuable natural gas price diversification outside of the AECO market. This acquisition, combined with the inventory additions from our bolt-on acquisition work in the Permian is putting our investors into top tier resource at very attractive full cycle returns. It demonstrates the power of our durable returns strategy and further reinforces our increasingly distinctive and growing premium-return inventory life."

The cash portion of the transaction is expected to be funded through a combination of the Company's cash on hand, borrowings under the Company's credit facility and/or proceeds from a term loan.

To fund a portion of the cash proceeds for the transaction, the Company has temporarily paused its share buyback program for two quarters. Ovintiv's bolt-on acquisition activity has effectively been paused until the share buyback program has resumed. The Company's base dividend is expected to remain unchanged.

Ovintiv also announced plans to launch a divestiture process for its Anadarko asset, which it expects to complete by year-end 2026. Divestiture proceeds are expected to be used for accelerated debt reduction.

Once the Company has reduced Non- GAAP Net Debt to or below its long-term target of $4.0 billion, Ovintiv plans to update its capital allocation framework to direct a greater portion of its post-dividend Non-GAAP Free Cash Flow to shareholder returns.

(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.

Transaction Overview:

  • Immediately Accretive – The transaction is expected to be immediately and long-term accretive across key operational and financial metrics including Return on Capital Employed, Non-GAAP Cash Flow per Share, and Non-GAAP Free Cash Flow per Share.
  • Increases Montney Scale – The transaction is expected to add approximately 620 premium return locations and approximately 310 upside locations. Ovintiv's core land position in the Montney is expected to increase to approximately 510 thousand net acres. The Company's pro forma 2026 full year Montney oil and condensate production is expected to average approximately 85 Mbbls/d.
  • Significant Synergies – The transaction is expected to generate cost synergies of approximately $100 million annually, comprised primarily of capital savings, production cost savings and overhead cost reductions. Per well cost savings are estimated at approximately $1 million across the acquired assets, consistent with Ovintiv's current Montney well costs, resulting from streamlined facility design and faster cycle times.
  • Increased Processing and Downstream Capacity – NuVista has secured approximately 600 MMcf/d of long-term raw inlet processing capacity, which is expected to allow optimized oil and condensate development of the pro forma asset base. This would allow optionality for Ovintiv's Montney oil and condensate volumes to grow more than 5% per year for the next three to five years. NuVista also has access to approximately 250 MMcf/d of long-term firm transport to natural gas markets outside of the local AECO market. As of the end of the second quarter, NuVista's year-to-date natural gas price realization, excluding the impact of hedging, was approximately 180% of AECO. Following the transaction, Ovintiv's 2026 expected AECO exposure will decline from approximately 30% of its Montney natural gas volumes to approximately 25%.  
  • Maintains Strong Balance Sheet – Ovintiv's leverage metrics are expected to remain strong as the transaction is expected to be leverage neutral at the time of closing. As of September 30, 2025, the Company's Non-GAAP Net Debt was $5.187 billion, approximately $126 million less than the end of the second quarter. The Company remains committed to preserving its investment grade credit profile and does not expect a negative impact to ratings as a result of the transaction.

2026 Outlook

Following the closing of the transaction, Ovintiv plans to operate an average of six rigs across its combined Montney acreage. The Company plans to run five rigs on its Permian acreage and one rig on its Anadarko acreage. Before the impact of any dispositions, the Company expects to deliver 2026 total average oil and condensate production volumes of approximately 230 Mbbls/d and total volumes of approximately 715 MBOE/d, with capital investment of less than $2.5 billion.

KeyFacts Energy: Ovintiv US country profile   l   KeyFacts Energy: Acquisitions & Mergers news

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