This excerpt taken from the SU 6-K filed May 1, 2009.
Recommendations of the Petro-Canada Board
After considering, among other things, the Petro-Canada Fairness Opinions, the Petro-Canada Board concluded that the Arrangement is in the best interests of Petro-Canada and is fair to Petro-Canada Shareholders and authorized the entry by Petro-Canada into the Arrangement Agreement and all related agreements. The Petro-Canada Board recommends that the Petro-Canada Shareholders vote in favour of the Petro-Canada Arrangement Resolution.
In reaching its conclusions and formulating its recommendations, the Petro-Canada Board considered a number of factors, including the Petro-Canada Fairness Opinions, the expected benefits of the Arrangement and the risks associated with completing the Arrangement.
The discussion of the information and factors considered and given weight by the Petro-Canada Board is not intended to be exhaustive. In reaching the determination to approve and recommend the Petro-Canada Arrangement Resolution, the Petro-Canada Board did not assign any relative or specific weight to the factors that were considered, and individual directors may have given a different weight to each factor.