*

Strathcona has not had discussions with MEG since

launching

hostile takeover attempt

*

No other company has publicly expressed interest in

acquiring

Canadian oil sands producer

*

MEG has launched strategic review aimed at attracting

potential

competing bids

(Changes headline and updates throughout with details from

interview)

By Amanda Stephenson

June 20 (Reuters) - The executive chair of Canadian oil

and gas producer Strathcona Resources ( STHRF ) said on Friday

the company will not consider upping its offer for MEG Energy ( MEGEF )

unless the oil sands firm engages to explain why it is

worth a higher valuation.

Adam Waterous said in an interview that Calgary-based

Strathcona has not had any discussions with MEG since announcing

its C$6 billion ($4.38 billion) hostile takeover bid for the

company in mid-May.

On Monday, MEG advised shareholders to reject the offer,

describing it as inadequate and not in their best interests. The

firm instead launched a strategic review aimed at

attracting potential competing bids from other companies.

Waterous said MEG's stance was unusual in that the board

publicly criticized Strathcona's assets and ownership structure

without seeking to engage with the company first.

He said Strathcona remains keen to discuss its offer with

MEG's board, adding that Strathcona cannot consider revising its

bid if that does not happen.

"We'd obviously have to be invited into the process and have

MEG tell us what value they think we haven't incorporated,"

Waterous said.

MEG's board declined to comment on Friday, pointing

instead to a statement from Monday laying out its reasons for

recommending against Strathcona's proposal.

Strathcona, which is backed by Calgary-based private equity

firm Waterous Energy Fund, is MEG's second-largest shareholder,

owning approximately 9% of the company's shares at the time it

made its offer.

Waterous said Strathcona welcomes efforts by MEG's board to

market-test its offer against other potential acquisition

proposals.

Some analysts have suggested larger oil sands players could

mount a bid for MEG, but no other company has publicly expressed

interest so far.

MEG's share price has climbed 25% since Strathcona made its

offer.

Since 2020, Strathcona has become one of the fastest-growing

oil companies in North America through a series of acquisitions.

Its all-cash-and-stock offer for MEG would combine two of

Canada's largest pure-play thermal oil sands operators and make

Strathcona the country's fifth-largest oil producer.

($1 = 1.3691 Canadian dollars)