A pedestrian is reflected in a Suncor Energy sign in Calgary, Feb. 1, 2010.

Image Credit: THE CANADIAN PRESS/Jeff McIntosh

CALGARY - Canadian Oil Sands has accepted a sweetened takeover offer from Suncor Energy as the market outlook for oilsands producers deteriorates.

The deal draws to a close a bitter takeover battle that pitted two partners in the massive Syncrude oilsands mine against each other, with each side aiming to woo shareholders with intense lobbying, slick videos and full-page newspaper ads.

Suncor, Canada's dominant oilsands player, raised the all-stock bid by 12 per cent, bringing the total price tag to $4.24 billion, plus $2.4 billion in COS debt.

Suncor (TSX:SU) is now offering to exchange 0.28 of one of its shares for each COS (TSX:COS) share — up from 0.25 of a Suncor share per COS share.

Based on Suncor's closing stock price Friday, the new offer was worth $8.74 per COS share, up from $7.81 under the original formula.

That's still far below the $11.84 Suncor put on the table when it approached COS about a friendly deal last spring — when the price of both oil and the acquirer's shares were much higher.

Oil prices were hovering around the US$50 a barrel mark when Suncor made its initial overture, but they have since slumped below US$30 a barrel, with few seeing much hope for a quick rebound.

Robert Cooper, with the institutional sales and trading team at Acumen Capital Partners in Calgary, said the deal is the best COS shareholders can hope for in this market. But Cooper slammed COS for resisting the takeover for so long.

"Relative to where it was in the spring, it's still an epic fail," said Cooper, declining to disclose his firm's investment in either firm.

"This is what they should have been doing instead of wasting money producing movies and lobbying shareholders. They should have been negotiating a better bid in the first place."

COS's leadership had been arguing shareholders were better off with the company staying independent.

But, in light of worsening market conditions, it likely decided negotiating a higher bid was a better option, said Samir Kayande, an analyst at RS Energy Group.

Another factor was the absence of a white-knight bidder to top Suncor's offer — despite 25 other parties showing varying degrees of interest.

"In any negotiation, your leverage depends on the quality of other offers," said Kayande.

Both firms' boards of directors and major COS investor Seymour Schulich are supporting the revised offer, which will expire at 4 p.m. MT (6 p.m. ET) on Feb. 5.

Schulich had lobbied against the previous Suncor bid.

"Since Suncor made its initial offer, our board has remained steadfast in our commitment to maximize value for all shareholders. This agreement fulfills that commitment, providing our shareholders with a higher exchange ratio for their shares despite a 37 per cent decline in spot oil prices," said COS chairman Don Lowry.

Suncor wants at least 51 per cent of the COS shares — a relaxed condition since the original had sought at least two thirds. The COS board has agreed to pay a $130 million break fee to Suncor if certain conditions aren't met.

If accepted, Suncor will become by far the largest shareholder in the Syncrude oilsands complex north of Fort McMurray, Alta., which is operated by Imperial Oil (TSX:IMO). Right now it has a 12 per cent stake and COS is the largest partner with 37 per cent.

Suncor CEO Steve Williams said the deal is good for both sets of shareholders.

"Together, we're bringing this full, fair and final offer to COS shareholders and we encourage everyone to tender their shares."

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