Good morning, everyone. Thank you for standing by and welcome to Cenovus Energy's Conference Call regarding the acquisition of MEG Energy. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star star star on your telephone. As a reminder, this call is being recorded. I would now like to turn the meeting over to Mr. Patrick Read, Vice President, Investor Relations and Internal Audit. Please go ahead, Mr. Read.
Thank you, Operator. Good morning, everyone, and thank you for joining us to discuss the details of the proposed acquisition of MEG Energy announced earlier this morning. On the call today are Cenovus 's CEO, Jon McKenzie, and CFO, Kam Sandhar. In a moment, I will turn the call over to Jon and Kam to share their thoughts on the transaction. We will then open the line for your questions. Along with the press release issued this morning, we posted a slide presentation with additional details of the transaction. This can be found on the Investor Relations section of our website at cenovus.com. Before getting started, I'll refer you to our advisories located at the end of today's news release. These describe the forward-looking information, non-GAAP measures, and oil and gas terms referred to today. They also outline the risk factors and assumptions relevant to this discussion.
As a reminder, all figures we reference on the call today will be in Canadian dollars unless otherwise indicated. For the question and answer portion of the call, please keep to one question with a maximum of one follow-up. I will now turn the call over to Jon. Jon, please go ahead.
Great. Thank you very much, Patrick, and good morning, everybody. I'm pleased to announce that Cenovus has entered into a definitive agreement to acquire MEG Energy in a cash and stock transaction valued at approximately CND 7.9 billion or CND 27.25 per MEG share. This is a very significant transaction for Cenovus . In acquiring MEG, we bring together two leading SAGD producers, strengthening our long-life portfolio of low-cost oil sands assets that serve as a foundation for this company and capitalize on this company's competitive advantage, heavy oil development. MEG's 100,000 or 110,000 bbl per day Christina Lake asset is one of the highest quality properties in the oil sands and is directly adjacent to our own Christina Lake and Narrows Lake assets. The fit is exceptional, and it plays right into what we do best, which is optimizing value from SAGD operations over all time frames.
These assets will be producing for decades to come, significantly deepening our portfolio within the best oil sands resource in the basin. Combining these assets represents a unique opportunity to capture annual run-rate synergies that grow from CND 150 million a year in 2026-2027 to over CND 400 million per year in 2028 and beyond. We know these assets well, and we have very high confidence in our ability to achieve the synergies that we've identified, with the potential for even more to come as we look at our long-term development options. The transaction is expected to be immediately accretive to adjusted funds flow per share and free funds flow per share. Importantly, through the transaction, we will maintain a strong balance sheet and remain committed to investment-grade credit ratings while continuing to return cash to shareholders.
Now, I want to spend a few minutes walking you through the tangible synergies that we see that unlock the value of this transaction. The first part is made up of corporate and commercial synergies. This includes G&A optimization, IT and procurement savings, new commercial opportunities, and reduced financing costs. We see these corporate and commercial synergies providing about CND 120 million of savings achievable in 2026. Now, there are over CND 280 million of annual development and operating synergies that are unique to Cenovus. We will capture about CND 30 million per year of that in the near term, and that requires some additional capital to deliver the full synergy value, but we expect to realize the full CND 280 million beginning in 2028. These development synergies are where the industrial logic for the transaction truly comes into focus.
Now, for those of you that had a chance to listen to our oil sands presentation during the Stampede week, we highlighted five key elements that make up our optimized approach to SAGD development, which are geological characterization, optimal development sequencing, front-end well design, operating strategy, and finally, late-life management. Utilizing this development approach, our technical teams have identified a robust set of opportunities that are both tangible and actionable. These synergies I will discuss today are very integrated into this strategy, but we're not done, as we expect more synergies over time, particularly in optimal development sequencing. Now, with that in mind, we have a plan to take production at MEG's Christina Lake to over 150,000 bbl per day by the end of 2028 and reduce the steam oil ratio down below 2 utilizing this optimized development approach.
To do that and deliver the full CND 280 million of annual development and operating synergies, we will spend about CND 400 million net incremental capital between 2026 and 2028, above MEG's current plan. With the incremental scale our business provides and through application of our optimized integrated approach to SAGD development, we can increase production and structurally drive down development costs, improve the steam oil ratio, and implement near-term opportunities to drive free cash flow higher in the future. For example, you can see on slide 17 or slide 7 in the presentation we posted today, one of the first opportunities we see is to apply Cenovus's patent well design standards to all future development on their acquired asset. This means increasing well spacing from 50- 100 m while recovering the same resource, drilling fewer wells and longer laterals, and minimizing surface infrastructure.
We also plan to deploy our highly successful redevelopment well program, which increases production without the need for additional steam injection. These wells re-enter already heated reservoirs and target bypassed oil, delivering production at about one-fifth the cost of traditional SAGD well pairs. Redevelopment wells are among the most capital-efficient opportunities in our portfolio. We currently drill about 100 of them annually across our oil sands assets. At MEG's Christina Lake asset, we've identified more than 250 potential redevelopment well locations so far, with only a small number of Cenovus-style redevelopment wells that have been drilled to date, highlighting the significant untapped opportunity. Together, the changes I've just described are expected to drive future finding and development costs down to about CND 2 per bbl, resulting in lower sustaining capital required over the long term.
Another opportunity we've identified is the potential to increase the steam capacity at MEG's Christina Lake plant by over 30,000 bbl per day, above and beyond the additions which are currently underway as part of the MEG facility expansion project. This will translate into about 15,000 bbl per day of new production beginning in 2028. To do this, we plan to re-rate the existing steam generators and bring steam quality up to approximately 85%. This is the same way we run our generators at Foster Creek and Christina Lake today and applies our proprietary monitoring and operating practices to improve performance. In addition, we have a steam generator available that we can put into service at MEG's Christina Lake plant over the coming years.
Including the cost of some minor de-bottlenecks to accommodate the additional steam, we expect to add this new capacity for incremental capital investment of less than CND 150 million. Another opportunity that comes with MEG's Christina Lake asset is the ability to access resource which was previously inaccessible or was located a long distance away from our existing processing facilities. For example, Cenovus has top-tier resource in areas like Hardy, Winefred Lake, and Lloydminister, which are located on the other side of MEG's lands from our Christina Lake asset. Accessing these resources would have required a long-distance pipeline and likely would not have come into play for many decades. With the addition of MEG's infrastructure, these resources can now be advanced and tied into the acquired processing facility much sooner and at a lower cost, accelerating low SOR resource and driving incremental value.
We can also now access resource sitting within the competitive draining offsets between our lands and MEG's. Development is restricted within 100 m on either side of the lease boundary, and with that lifted, additional resource is available to develop, and more optimal pad orientation is possible going forward. All of these development synergies I've described are unique to Cenovus and will enable us to create real value for both Cenovus and MEG shareholders over the long term. I'd like to take a moment to recognize the MEG team for the innovative work they've done at Christina Lake. MEG is one of the top SAGD operators in the industry, and we are very excited to leverage the best practices of both companies to continue to drive value.
We can see several areas where MEG has advanced new and innovative approaches, and we'll be evaluating to see what we can implement across both Christina Lake assets as well as extending to the rest of our SAGD portfolio. At Cenovus, we remain committed to pushing the boundaries of SAGD innovation, and this combination brings together two of the best-performing producers in the space. Together, we are poised to accelerate technical advancement and set new benchmarks for performance in heavy oil development. I'll turn it over to Kam to walk through the financial aspects of this transaction and our capital allocation priorities.
Thanks, Jon. Good morning, everyone. Before I get into the financial aspects of this transaction, I'm going to start by grounding us with our financial framework. We've always believed in positioning the company to manage a business that has a strong balance sheet, is resilient at the bottom of the cycle of commodity prices, and has the ability to grow and enhance shareholder returns, including the base dividend. This transaction has been structured in a manner that continues to manage those priorities. We structured this transaction to minimize dilution to our existing shareholders, maintain a strong balance sheet, and our mid triple B investment-grade credit ratings while continuing to deliver a balance of shareholder returns and debt reduction. The total transaction is valued at approximately CND 7.9 billion. The total consideration will be split with 75% cash and approximately 25% in Cenovus shares.
This equates to CND 5.2 billion of cash and approximately 84.3 million shares. Cenovus will fund the cash component of the transaction with a fully committed financing made up of a CND 2.7 billion term loan and an acquisition facility. The financing will not change our current liquidity position, which stays strong with over CND 8 billion in undrawn committed credit facilities and cash on hand today. Upon closing, we expect our net debt to be approximately CND 10.8 billion, with pro forma net debt to adjusted funds flow of less than 1x our current strip, representing a strong balance sheet. This financing structure will allow us to maintain our mid triple B credit ratings with a commitment to reduce net debt down to our target levels over time.
As part of the transaction, we have updated our financial framework to balance deleveraging with shareholder returns as we move back towards our long-term net debt target of CND 4 billion, which remains unchanged. We plan to return 50% of our excess free funds flow to shareholders while we remain above CND 6 billion of net debt, with the remaining 50% being put towards debt reduction. Once that debt falls below CND 6 billion, we'll increase target returns to around 75% of excess free funds flow. When we ultimately reach CND 4 billion in net debt, we'll increase returns to shareholders to approximately 100% of excess free funds flow. Keep in mind these are guidelines and that we will not be formulating about our returns in any given quarter. We're committed to returning cash to shareholders, but just as important is reducing our net debt down to our target.
This allows us to be opportunistic over time and ensures we can sustain low commodity prices without compromising our dividend and our capital program. Cenovus will also actively look for opportunities to accelerate deleveraging and shareholder returns. This transaction is supportive of our long-term strategy of increasing our dividend ratably and consistently over time. With the synergies Jon discussed, we expect to generate the long-life nature of this asset, and the development runway of inventory we have is economic below CND 45 WTI. We expect this acquisition will enhance and elongate our ability to increase our dividend over time. We continue to prioritize resilience at the bottom of the cycle, maintaining our current commitment to fully bond to sustaining capital and our base dividend at a WTI price of CND 45 a barrel.
We will review the dividend in April and, subject to board approval, expect to continue to deliver on our commitment of double-digit growth in dividend per share over time. I will now turn the call back to Jon for some closing remarks.
Great. Thank you, Kam. In summary, this transaction represents a rare combination of strategic fit, highly complementary assets, and the ability to create significant value over both the short and the long term. We are building a contiguous platform of top-tier resource and infrastructure with decades of development ahead. The synergies that we have identified are unique to Cenovus and result from the proximity of our assets and our differentiated operating strategy. The transaction will bring our oil sands production to over 720,000 bbl per day, with plans to grow to over 850,000 bbl per day by 2028. It enhances our cash flow and free funds flow profile while allowing us to maintain our strong financial position. We are happy to answer your questions.
Thank you. If you have a question at this time, please press the star one one on your touch-tone telephone. We ask that you please limit yourselves to one question and one follow-up. One moment for our questions. Our first question comes from the line of Menno Hulshof from TD Securities.
Thanks, and good morning, everyone. Maybe I'll just start, and congratulations on the announcement. Maybe the first question is on the CND 4 billion net debt target. With the big ramp-up in production and free cash beginning next year, did you consider raising it with this announcement? If not, why does CND 4 billion still feel like the right target?
Thanks, Menno. I'll let Kam answer that. Maybe I'll chime in with some additional thoughts.
Yeah, Menno, as you know, we are obviously in the midst of a fairly robust capital program, and we have a fair amount of growth over the next few years. I think one of the things we've always talked about is we really like the position we put ourselves in with the balance sheet that we have today. To be honest, the reason we've been able to do this transaction is all the great work we've done on the deleveraging over the last couple of years. What I would say is that we always evaluate and look at our debt levels in relation to the cash flow that's generated at the bottom of the cycle. It's something we'll always look at from time to time.
I would say, given where we are today, obviously we are adding a fairly significant asset into the portfolio with MEG's assets and the free cash flow it's going to generate at the bottom of the cycle. I think today we're really comfortable with continuing to target an under-leveraged balance sheet and like the fact that it provides us optionality and opportunity, whether that's doing transactions, buying back our stock, or even deploying capital into the business.
Yeah, Menno, I'd maybe just add a little bit to that. One of the principles that we have embraced at Cenovus, and this goes back a number of years, is that these commodity companies, in particular, this industry needs to run under-leveraged balance sheets. We can't be in a position where our business plan requires us to be in the debt capital markets or the equity markets. When we got to CND 4 billion, as you know, that was predicated on 1x EBITDA at the bottom of the cycle. With the asset base we've got today, it's significantly more than that. As a principle, we're quite happy having under-leveraged balance sheet, which not only reduces the risk to the company and the equity holders, but also allows us to take advantage of opportunities in the market or in our shares as they present themselves.
Got it. Thanks for that. In terms of the outlook, and this is just more a point of clarification, does any of this, you know, to the extent that this is successful, impact anything within your plan to ramp production from CND 800,000 - CND 950,000 BOED? I guess there's a third question. Is there a break fee?
I'll answer the first one, and then I'll turn it to Kam for the second. Nothing changes in the base plan. This is all incremental to the base plan now. One of the things we will do at our investor day in March is we'll give you a fully baked picture of kind of a combined Narrows Lake, MEG Christina Lake, and Cenovus Christina Lake. At that time, we expect to see more synergies and have more opportunities. The way you should be modeling today is this acquisition is incremental to our plan to get to 950,000.
Yeah, Menno, on your third question, as it relates to a break fee, I would say it's quite typical for transactions like this to have customary arrangements and break fees as part of this. This transaction is no different from that perspective. Some of that detail will come out in due course.
Okay, you're not prepared to provide that number today?
No, not today.
Okay. Thanks to you. Thanks to you both. I'll turn it back.
Great. Thanks, Menno.
Thank you. One moment for our next question. Our next question comes from the line of Neil Mehta from Goldman Sachs.
Morning, Neil.
Yeah. Good morning, Jon. Congrats on this transaction. I was wondering if you could spend a little bit more time on the steam generator capacity, as that does seem to be a material part of the long-term volume uplift, and kind of unpack the engineering behind it and simplify the upside associated with that for the investment community.
Sure. As you know, Neil, MEG is undertaking a facility expansion project today, and they're adding about 20,000 bbl per day of steam capacity through that exercise. What we know is that they also have additional unused oil treating capacity inside that facility. Through a combination of doing two things, we're going to increase that steam capacity by about 30, call it 30,000- 34,000 bbl per day of incremental steam. One is re-rating the existing steam generators to produce a steam quality up to about 85%. That's what we do, as I mentioned, at Foster Creek and Christina Lake. That gets you about, I think the number is 19,000 bbl per day of incremental or 15,000 bbl per day of incremental steam.
We're also adding a sixth generator, one that we actually have in inventory that's going to fit into their plant that adds kind of another 19,000 bbl per day. Between those two, you're adding 33,000 bbl per day of incremental steam capacity with an SOR of about 2. That gets you your 15,000 bbl per day of production.
Thanks, Jon. The follow-up is just around non-core asset sales. When you guys executed Husky, there were a lot of assets that you put ultimately into the market. I'm thinking in this context, Surmont, for example. Where does that fit into the portfolio, and is there an opportunity to accelerate the deleveraging from the CND 11 billion number through asset monetization?
Yeah. I mean, one of the things that we always do as a company is continuously evaluate our portfolio. We've talked quite openly in the past about some of the assets and the fit within our portfolio. I think with this transaction, it probably heightens our thinking around getting back to shareholder returns of 100%, as well as managing risk of debt. One of the things that I think you should keep in the back of your mind is that nobody should be surprised if we do find a way to reduce debt more quickly and get back to 100% shareholder returns a lot sooner than just organically deleveraging.
Thanks, Jon.
Thanks.
Thank you. At this time, we have no questions in the queue, so we will wait a minute to give you the chance to connect with us if you do have a question. I would like to remind you that if you are on the phone and wish to ask a question, please press the star one one. Thank you. There are no further questions registered at this time. I would now like to turn the meeting over to Mr. Jon McKenzie.
Thank you, Operator. That concludes our conference call for today. I'd like to thank everybody for joining us today and wish you all a great day.
This concludes today's program. You may all disconnect. Thank you for participating in today's conference and have a great day.