This excerpt taken from the SU 6-K filed May 1, 2009.
Cautionary Notice Regarding Forward-Looking Statements and Information
This Information Circular, including documents incorporated by reference herein, contains forward-looking statements and information. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "potential" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this Information Circular contains forward-looking statements and information concerning: Amalco's assets, cost structure, financial position, cash flow and growth prospects; Amalco's petroleum and natural gas production, reserves and resources; future project development; the anticipated benefits from the Arrangement, including reduced capital requirements, cost savings, improved operating and capital efficiencies and integration opportunities; the name, board of directors and executive leadership team of Amalco; the expected completion date of the Arrangement; the anticipated tax treatment of the Arrangement on Suncor Shareholders and Petro-Canada Shareholders; the stock exchange listing of the Amalco Shares; and certain combined operational and financial information.
Furthermore, the combined information set forth in the Information Circular should not be interpreted as indicative of the actual reserves, resources, financial position or other results of operations had Suncor and Petro-Canada operated as Amalco as at or for the periods presented.
The forward-looking statements and information in this Information Circular are based on certain key expectations and assumptions made by Suncor and Petro-Canada, including expectations and assumptions concerning: the accuracy of reserve and resource estimates; customer demand for Amalco's products; commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and
cost-savings; applicable royalty rates and tax laws; growth projects and future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory, Shareholders and third party approvals in respect of the Arrangement. Although Suncor and Petro-Canada believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Suncor and Petro-Canada can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general, such as: operational risks in development, exploration and production, including as a result of unexpected events such as fires, blowouts, freeze-ups, equipment failures and other similar events; delays or changes in plans with respect to exploration or development projects or capital expenditures; the integrity and reliability of capital assets; the uncertainty of reserve and resource estimates and estimates and projections relating to production, costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; marketing and transportation of petroleum and natural gas and the loss of markets and the elimination of margins or other differentials on which profits are based; environmental risks, including the cost of compliance with existing and future Environmental Laws; competitive actions of other companies, including increased competition from other oil and gas companies and from companies that provide alternative sources of energy; labour and material shortages; and the maintenance of satisfactory relationships with unions, employee associations and joint venture partners. There are also risks inherent in the nature of the Arrangement, including: failure to realize the anticipated benefits of the Arrangement and to successfully integrate Suncor and Petro-Canada; the ability of Amalco to access sufficient capital from internal and external sources on favourable terms, or at all; failure to satisfy all regulatory conditions or obtain required regulatory, Shareholders and other third party approvals in respect of the Arrangement in a timely manner and on favourable terms or at all; changes in legislation, including but not limited to tax laws, royalty rates and environmental regulations; failure to realize anticipated synergies or cost savings; and incorrect assessments by one Party of the value of the other Party. This Information Circular also contains forward-looking statements and information concerning the anticipated timing for and completion of the Arrangement. Suncor and Petro-Canada have provided these anticipated times in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory, court and other third party approvals and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including the inability to secure necessary regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. None of the foregoing lists of important factors are exhaustive. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements and information contained in this Information Circular.
The information contained in this Information Circular, including the documents incorporated by reference herein, identifies additional factors that could affect the operating results and performance of Suncor, Petro-Canada and Amalco. Readers are urged to carefully consider those factors.
Readers are cautioned that the foregoing lists are not exhaustive. Readers should carefully review and consider the risk factors described under "Part I The Arrangement Risk Factors Related to the Arrangement", "Part V Information Concerning Suncor Risk Factors", "Part VI Information Concerning Petro-Canada Risk Factors", "Part I The Arrangement Certain Canadian Federal Income Tax Considerations", "Part I The Arrangement Certain United States Federal Income Tax Considerations" and other risks described elsewhere in this Information Circular. Additional information on these and other factors that could affect the operations or financial results of Suncor, Petro-Canada or Amalco are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), the SEC's website (www.sec.gov) or, in the case of Suncor, at Suncor's website (www.suncor.com), and in the case of Petro-Canada, at Petro-Canada's website (www.petro- canada.ca). Suncor's website and Petro-Canada's website, although referenced, do not form part of this Information Circular.
The forward-looking statements and information contained in this Information Circular are made as of the date hereof and Suncor and Petro-Canada undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.