Canadian Oil Sands is urging its shareholders to turn down a $3.2 billion all stock takeover offer made by Suncor.

In a letter to shareholders sent on Tuesday, Canadian Oil Sands (COS) advised its investors to take no action on the bid that is set to expire on January 8.

“Suncor wants you to believe you have no choice but to accept their substantially undervalued and opportunistic offer. The fact is COS wasn’t looking to sell itself before and there is nothing to conclude that just because Suncor made a Hail Mary low-ball bid we should be selling to them now,” COS told shareholders.

The two companies have been duking it out since Alberta-based Suncor launched its initial unsolicited bid in October.

Suncor is offering one quarter of a Suncor share for each COS share, equivalent to about $6.48, compared to the $12.13 per share in dividends that COS said it has paid out since 2001.

If the bid is successful, COS shareholders would own less than 8 percent of the Suncor following the merger, COS added.

The deal would also boost Suncor’s stake in the Syncrude oil sands project to about 49 percent.

COS holds a 36.74 percent interest in the project, the largest producer of light, sweet synthetic oil from Canada’s oil sands.

“By acquiring COS’ interest in Syncrude, Suncor would have almost 49% of Syncrude – placing it within striking distance of gaining control of the entire project without paying a control premium,” COS said.

Syncrude holds 4.4 billion barrels of synthetic crude proved plus probable reserves, with about 1.2 billion barrels of those reserves belonging to COS.

The board of Canadian Oil Sands rejected an unsolicited takeover bid launched by Suncor in October.

Suncor altered its bid earlier this month, pushing the offer’s expiration date back to January 8 from its initial expiration date of December 4.


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