This excerpt taken from the SU 6-K filed May 1, 2009.
Reasons for the Arrangement
Following receipt of the advice and assistance of the financial advisors and legal counsel, the Petro-Canada Board carefully evaluated the terms of the proposed Arrangement, and ten of the twelve directors (with two directors voting against) at a meeting of Petro-Canada Board held on March 22, 2009: (a) determined that the Arrangement is fair to Petro-Canada Shareholders; (b) determined that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of Petro-Canada; (c) approved the entering into of the Arrangement Agreement; and (d) resolved to recommend that Petro-Canada Shareholders vote in favour of the Arrangement. In reaching these determinations and approvals the Petro-Canada Board considered, among
other things (including those matters described under " Anticipated Benefits of the Arrangement"), the following factors and potential benefits and risks of the Arrangement:
The information and factors described above and considered by the Petro-Canada Board in reaching its determinations and making its approvals are not intended to be exhaustive but include material factors considered by the Petro-Canada Board. In view of the wide variety of factors considered in connection with its evaluation of the Arrangement and the complexity of these matters, the Petro-Canada Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Petro-Canada Board may have given different weight to different factors.