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“Is that fair to the average shareholder? I don’t think so,” Racioppo said.

In a letter to the OSC, Toronto-based Coerente argues those two equity issuances represent 24.97 per cent and 22.51 per cent of Cenvous’ outstanding shares and, taken together, exceed the 25 per cent threshold.

“The two equity issuances are clearly linked to the transaction as indicated by Cenovus itself,” the letter stated. “A shareholder vote must take place before the transaction is completed.”

“The TSX should not have allowed the transaction without a shareholder vote and we are now requesting that the Securities Commission intervene, stop the transaction from being completed due to its size, materiality and in the best interest of the capital markets,” Racioppo said in the letter.

The TMX and OSC declined requests for comment.

Cenovus spokesperson Sonja Franklin said in an email that shareholder approval is not required for an asset purchase or for equity financing. “The board of directors has sole authority to structure the overall transaction as it believed was in the best interests of the company, and did so,” she said.

She added that the board considered the transaction “over a number of months.”

“We acknowledge there was dilution to existing shareholders as a result of the equity financing and vendor take-back agreement,” she said, but added the overall financing plan was structured “to preserve our financial resilience,” maintain the company’s credit ratings and retain liquidity after the transaction.