01—Abstract
Summary
Summary of the 8-K filed November 7, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 4, 2025, Ovintiv Inc. (OVV), through its wholly-owned subsidiary Ovintiv Canada ULC, entered into an Arrangement Agreement with NuVista Energy Ltd. under which Ovintiv agreed to acquire all issued and outstanding NuVista common shares in a stock-and-cash transaction.
The arrangement will be carried out under the Business Corporations Act (Alberta), and the boards of both companies have unanimously approved it. NuVista shareholders may elect to receive C$18.00a in cash per share, 0.344 of a share of Ovintiv common stock per share, or a combination, subject to pro-ration based on a maximum of C$1,568,577,429 in cash and a maximum of 29,977,258 Ovintiv shares. On a fully pro-rated basis, each NuVista share would represent approximately C$9.00 in cash and 0.172 of an Ovintiv share.
Closing is subject to customary conditions, including approval by at least 66 2/3% of votes cast by NuVista shareholders, approval by the Court of King's Bench of Alberta, listing of the Ovintiv shares on the NYSE and TSX, and regulatory approvals under the Competition Act (Canada) and the Investment Canada Act. The agreement can be terminated by mutual consent or by either party under specified circumstances, with an outside date of May 4, 2026 that may be extended by three months if regulatory approvals are still pending. A C$130 millionb termination fee is payable by NuVista to Ovintiv Canada in certain circumstances, and a C$130 million reverse termination fee is payable by Ovintiv Canada to NuVista if the agreement is terminated in specified circumstances where regulatory approvals have not been received.
The Ovintiv common stock issued in the transaction will be issued in reliance on the Section 3(a)(10) exemption from Securities Act registration, based on court approval of the arrangement terms. The filing also includes the full Arrangement Agreement as Exhibit 2.1, with certain annexes, schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.
02—Key points
Key Highlights
- Ovintiv agreed to acquire NuVista Energy Ltd. in a stock-and-cash transaction under an Alberta plan of arrangement, unanimously approved by both boards.
- NuVista shareholders may elect C$18.00 cash per share, 0.344 Ovintiv common shares per share, or a combination, subject to pro-ration.
- Maximum consideration is C$1,568,577,429 in cash and 29,977,258 Ovintiv common shares; fully pro-rated, each NuVista share equals about C$9.00 cash and 0.172 Ovintiv shares.
- Closing requires approval by at least 66 2/3% of votes cast by NuVista shareholders, Alberta Court of King's Bench approval, NYSE and TSX listing authorization, and Competition Act and Investment Canada Act approvals.
- Outside date is May 4, 2026, extendable by three months if regulatory approvals remain outstanding.
- A C$130 million termination fee is payable by NuVista to Ovintiv Canada in certain circumstances, and a C$130 million reverse termination fee is payable by Ovintiv Canada if regulatory approvals are not received and the agreement is terminated in specified circumstances.
- Ovintiv common stock will be issued under the Section 3(a)(10) exemption from Securities Act registration.
03—Questions
Frequently Asked Questions
What is the consideration NuVista shareholders will receive?
Each NuVista common share (other than shares held by the OVV Parties or dissenting shareholders) may be exchanged for C$18.00 in cash, 0.344 of an Ovintiv common share, or a combination of both, subject to pro-ration. The maximum cash amount is C$1,568,577,429 and the maximum number of Ovintiv shares is 29,977,258. On a fully pro-rated basis, each NuVista share represents approximately C$9.00 in cash and 0.172 of an Ovintiv share.
What conditions must be met before the transaction closes?
Closing requires the accuracy of representations and warranties and compliance with covenants, approval of the arrangement by at least 66 2/3% of votes cast by NuVista shareholders, approval by the Court of King's Bench of Alberta, authorization for listing of the Ovintiv shares on the NYSE and TSX, and approval under the Competition Act (Canada) and the Investment Canada Act.
When can either party terminate the agreement?
The agreement may be terminated by mutual written consent, or by either party if a final non-appealable governmental order prohibits the arrangement, NuVista shareholder approval is not obtained, closing conditions cannot be satisfied by May 4, 2026, or the arrangement has not closed by that date. If regulatory approvals are outstanding at the outside date, either party may extend it by three months.
What termination fees apply?
NuVista must pay Ovintiv Canada a C$130 million termination fee in certain circumstances if the agreement is terminated. Ovintiv Canada must pay NuVista a C$130 million reverse termination fee if the agreement is terminated in specified circumstances where the Regulatory Approvals have not been received.
How will the Ovintiv shares be issued without registration?
The issuance of Ovintiv common stock under the arrangement will rely on the exemption in Section 3(a)(10) of the Securities Act of 1933, which covers securities issued in exchange for outstanding securities when the terms are approved after a fairness hearing by a court expressly authorized to grant such approval.
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