FAQs About This Offer

Why is Husky making the proposal?

Husky sees a compelling opportunity to create a strong, Canadian energy company that benefits Husky and MEG shareholders, employees and all stakeholders. Our proposal provides MEG shareholders with an opportunity to realize an immediate premium, while participating in the significant upside of what will be a stronger combined company. See Reasons to Accept Offer (pdf).

What would I receive in exchange for each of my Common Shares?

Under the terms of Husky's proposal, each MEG shareholder will have the option to receive consideration per MEG share of $11.00 in cash or 0.485 of a Husky share, subject to maximum aggregate cash consideration of $1.0 billion and a maximum aggregate number of Husky shares issued of approximately 107 million.

Husky's proposal delivers a 44 percent premium to MEG's 10-day volume-weighted average share price as of Sept. 28, 2018 and a 37 percent premium over MEG's closing price of $8.03 on this date. Husky believes the implied valuation represents a full and fair price.

Read our News Release (pdf).

Why should I accept the Offer?

We believe that our Offer represents an opportunity for shareholders to maximize their investment in MEG. It provides an immediate premium to MEG's share price and the opportunity to benefit from ownership in a company with a significantly enhanced financial profile, more diverse project portfolio and a strong platform for growth to drive shareholder returns and future investments.

For additional details, we refer you to Reasons to Accept Offer (pdf) in the Circular.

How do I tender my Common Shares?

Please see Tender Your Shares.

What are the next steps?

Full details of the offer are set out in the formal Offer and Circular (pdf), which was filed Oct. 2, 2018.

The Offer will be open for acceptance until 5 p.m. (Toronto time) on Jan. 16, 2019, unless the offer is extended at the sole discretion of Husky.

Husky remains prepared to engage in discussions with MEG's Board of Directors to complete the transaction expeditiously for the benefit of MEG shareholders.

How long do I have to decide whether to tender into the Offer?

The Offer is open for acceptance until the Expiry Time of 5 p.m. (Toronto time) on Jan. 16, 2019, unless we extend, accelerate or withdraw the Offer in accordance with its terms.

Are there any conditions on the Offer?

We refer you to Section 4 of the Offer to Purchase,"Conditions of the Offer" (pdf).

Can the Offer be extended or accelerated and, if so, under what circumstances?

Yes. We may elect, in our sole discretion, to extend the Offer from time to time. If we extend or accelerate the Offer, we will notify AST Trust Company, the Depositary, and publicly announce such extension or acceleration and, if required by applicable Law, mail you a copy of the notice of variation. See Section 5 of the Offer to Purchase, "Extension, Variation or Change in the Offer" (pdf).

Will I have to pay any fees or commissions?

No fee or commission will be required if you accept the Offer by depositing your Common Shares directly with AST Trust Company, the Depositary. However, an investment advisor, stock broker, bank, trust company or other intermediary through which you own your Common Shares may charge a fee to tender any such Common Shares on your behalf. You should consult your investment advisor, stock broker, bank, trust company or other intermediary to determine whether other charges will apply.

When will Husky pay for deposited Common Shares?

If all of the conditions of the Offer described in Section 4 of the Offer to Purchase, "Conditions of the Offer" (pdf), have been satisfied or waived at or prior to the Expiry Time of 5 p.m. (Toronto time) Jan. 16, 2019, we will take up and pay for Common Shares validly deposited under the Offer and not properly withdrawn. We will pay for Common Shares taken up as soon as possible, but in any event not later than three business days after taking up the Common Shares.

In accordance with applicable Law, if we are obligated to take up such Common Shares, we will extend the period during which Common Shares may be deposited under the Offer for a mandatory 10-day extension period following the expiration of the initial deposit period and may extend the deposit period for Optional Extension Periods. We will take up and pay for Common Shares deposited under the Offer during the mandatory 10-day extension period and any Optional Extension Period not later than 10 days after such deposit.

What regulatory approvals will be required to complete the Offer?

Husky expects that the proposed transaction would be completed in the first quarter of 2019, subject to receipt of all necessary regulatory approvals, including Investment Canada and under the Competition Act.

How will Canadian residents and non-residents of Canada be taxed for Canadian income tax purposes?

A summary of the principal Canadian federal income tax considerations generally applicable to a holder of common shares pursuant to the offer can be found in Section 19 of the Circular, "Certain Canadian Federal Income Tax Considerations". (pdf)

How will I be taxed for U.S. federal income tax purposes?

A summary of U.S. federal income tax consequences that may apply to a U.S. holder of common shares pursuant to the offer can be found in Section 20 of the Circular, "Certain United States Federal Income Tax Considerations." (pdf)

How will the offer affect my options and other incentive awards?

The Offer is made only for Common Shares and is not made for any Convertible Securities (including Options). Holders of Options who wish to accept the Offer must, to the extent permitted by the terms of the security and applicable Law, exercise the Options in order to obtain Certificate(s) representing Common Shares and deposit those Common Shares in accordance with the terms of the Offer.

Any such exercise must be completed sufficiently in advance of the Expiry Time of 5 p.m. (Toronto time) on Jan. 16, 2019 to ensure that the holder of such Options will have Certificate(s) representing the Common Shares available for deposit at or prior to the Expiry Time, or in sufficient time to comply with the procedures referred to in Section 3 of the Offer to Purchase, "Manner of Acceptance" and Section 12 of the Circular, "Treatment of MEG Options and other MEG Incentive Awards." (pdf) If any holder of Options does not exercise his or her Options and deposit any resulting Common Shares under the Offer at or prior to the Expiry Time, such Options may be replaced with similar securities of the Offeror or may expire or be terminated following the Expiry Time in accordance with their respective terms and conditions.

Do I have dissent or appraisal rights in connection with the Offer?

No. Shareholders will not have dissent or appraisal rights in connection with the Offer. However, Shareholders who do not tender their Common Shares to the Offer may have rights of dissent in the event we acquire their Common Shares by way of a Compulsory Acquisition or Subsequent Acquisition Transaction.

Who can I call with questions about the Offer or for more information?

You can call the Information Agent, D.F. King, if you have any questions regarding how to tender Common Shares, if you need assistance regarding the Offer or if you require additional copies of the Circular, the Letter of Transmittal or the Notice of Guaranteed Delivery (which will be provided without charge on request from the Information Agent at 1-800-761-6707 or +1-212-771-1133 (outside North America) or through email at inquiries@dfking.com, and are available on SEDAR at www.sedar.com under MEG's profile).

You can call Husky's Investor Relations team at 1-855-527-5005 or through email at investor.relations@huskyenergy.com with any other questions.

Advisories (pdf)