Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2024



5. ACQUISITIONS AND DIVESTITURES

A) Acquisitions

i) BP-Husky Refining LLC

On February 28, 2023, Cenovus acquired the remaining 50 percent interest in Toledo from bp (the “Toledo Acquisition”). The Toledo Acquisition provides Cenovus full ownership and operatorship of the refinery, and further integrates Cenovus’s heavy oil production and refining capabilities. Total consideration for the Toledo Acquisition was US$378 million (C$514 million) in cash, including cost of working capital.

The Toledo Acquisition was accounted for using the acquisition method pursuant to IFRS 3. Under the acquisition method, assets and liabilities are recorded at fair value on the date of acquisition and the total consideration is allocated to the assets acquired and liabilities assumed. The excess of consideration given over the fair value of the net assets acquired, if any, is recorded as goodwill.

ii) Identifiable Assets Acquired and Liabilities Assumed


As at						February 28, 2023
100 Percent of the Identifiable Assets Acquired and Liabilities Assumed
Cash						69
Accounts Receivable and Accrued Revenues						3
Inventories						387
Property, Plant and Equipment						770
Right-of-Use Assets						33
Other Assets						10
Accounts Payable and Accrued Liabilities						(139)

Lease Liabilities						(33)
Decommissioning Liabilities						(5)
Other Liabilities						(73)
Total Identifiable Net Assets						1,022

iii) Goodwill


As at						February 28, 2023
Total Purchase Consideration						514
Fair Value of Pre-Existing 50 Percent Ownership Interest in Toledo						508
Fair Value of Identifiable Net Assets						(1,022)
Goodwill						—

Fair Value of Pre-Existing 50 Percent Ownership Interest in BP-Husky Refining LLC

The acquisition-date fair value of the previously held interest was estimated to be $508 million and the net carrying value of Toledo assets was $554 million. Cenovus recognized a non-cash revaluation loss in (gain) loss on divestiture of assets of $34 million ($23 million, after tax) on the re-measurement of its pre-existing interest in Toledo to fair value, net of $12 million in associated cumulative foreign currency translation adjustments.

iv) Transaction Costs

For the year ended December 31, 2023, transaction costs of $11 million related to the Toledo Acquisition were recognized in net earnings (loss).

B) Divestitures

The Company closed a transaction with Athabasca Oil Corporation (“Athabasca”) to create the jointly-controlled Duvernay Energy Corporation (“Duvernay”). Cenovus contributed non-monetary assets with a fair value of $94 million and cash of $18 million, before closing adjustments, in exchange for a 30 percent equity interest in Duvernay. The Company recognized an investment of $84 million in Duvernay and a before-tax gain on divestiture of assets of $65 million (after-tax gain – $50 million), reflecting the difference between the carrying value and fair value of contributed assets to the extent of Athabasca’s share.

The Company also closed the sale of non-core assets in its Conventional segment for net proceeds of $39 million and recorded a before-tax gain of $51 million (after-tax gain – $39 million).