Dissident to fight board vote delay in court after Parkland, Sunoco ink $9.1B US deal

Lauren Krugel · The Canadian Press

· Posted: May 05, 2025 9:04 AM EDT | Last Updated: 10 minutes ago

Parkland Corp.'s biggest shareholder is going to tribunal aft the Calgary institution announced a $9.1-billion US takeover by Sunoco LP and delayed a gathering wherever it was to look down investors pushing for a boardroom overhaul.

A showdown had been acceptable to instrumentality spot successful Calgary connected Tuesday, with shareholders voting connected competing manager nominee slates enactment guardant by Parkland's absorption and by Simpson Oil, which owns conscionable nether 20 per cent of the Canadian substance retailer and refiner's shares.

Parkland and Cayman Islands-based Simpson person been astatine likelihood implicit the substance refiner and retailer's show and governance for astir a year.

Parkland's gathering has been rescheduled to June 24, erstwhile Parkland shareholders are to ballot connected a cash-and-stock woody with Dallas-based Sunoco that would make the largest autarkic substance distributor successful the Americas.

Simpson says it has applied to the Alberta Court of King's Bench to clasp the yearly gathering arsenic planned, calling the hold a "deplorable tactic" and a bid to "cling to control" by the existing board.

Simpson says nary enactment should person been taken nether a caller committee of directors supported by shareholders was successful place.

"Delaying the gathering and pushing guardant with immoderate transaction up of committee modulation represents a wide breach of fiduciary work — an evident effort to cling to powerfulness and sidestep shareholder will," Simpson said successful a connection Monday.

Simpson is calling connected each 11 incumbent Parkland directors to resign immediately, including enforcement seat Mike Jennings.

The cash-and-stock woody betwixt Parkland and Sunoco announced Monday requires shareholder and regulatory support and besides has to beryllium cleared nether the Investment Canada Act. The U.S. institution has committed to support a Canadian office successful Calgary, important employment successful Canada and concern successful Parkland's refinery successful Burnaby, B.C.

"This operation with Sunoco provides Parkland's shareholders with the highest worth and the top proceeds, portion besides affirming Sunoco's and Parkland committedness to Canada, a state that has played a captious relation successful our combined history," said outgoing Parkland main enforcement Bob Espey.

"Sunoco is simply a beardown enactment and intelligibly the close prime for Parkland."

Espey, who had been astatine the helm for 17 years, announced earlier this period that helium would measurement down earlier year-end.

Under shareholder pressure, Parkland said successful March it would reappraisal options to boost its stock price, including a merchantability of the full company, an enactment it had earlier said was unnecessary.

As portion of the deal, Sunoco intends to signifier a caller publically traded institution named SUNCorp LLC that volition clasp constricted concern units of Sunoco that are economically equivalent to Sunoco's publically traded communal units.

Parkland shareholders volition person 0.295 SUNCorp units and $19.80 Cdn for each Parkland share. Parkland shareholders whitethorn besides elite to person $44 Cdn per Parkland stock successful currency oregon 0.536 SUNCorp units for each Parkland share, taxable to limits. The cash-and-stock woody besides includes Parkland's assumed debt.

Parkland shares closed astatine $36.28 Cdn connected the Toronto Stock Exchange connected Friday. Its shares roseate much than 7 per cent to $39.86 Cdn precocious greeting connected the TSX.