This excerpt taken from the SU 6-K filed May 1, 2009.
HSR Act Compliance
Under the HSR Act, certain transactions may not be completed until each party has filed a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (the "DOJ") and with the U.S. Federal Trade Commission (the "FTC") and the HSR Act's 30 calendar-day waiting period has expired or been earlier terminated. The transactions contemplated by the Arrangement Agreement are subject to the HSR Act.
Suncor and Petro-Canada filed the requisite Notification and Report Forms on April 3, 2009, and the FTC granted early termination of the waiting period on April 14, 2009. At any time before or after the Arrangement is completed, the DOJ, the FTC, or others (including states and private parties) could take an action under the antitrust laws, including seeking to prevent the merger, to rescind the merger, or to conditionally approve the merger upon the divestiture of assets of Suncor and Petro-Canada. There can be no assurance that a challenge to the transactions contemplated by the Arrangement Agreement on antitrust grounds will not be made or, if a challenge is made, that it would not be successful.