Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) today
announced that it has completed its acquisition of Plains
Exploration & Production Company (NYSE: PXP), adding a high
quality portfolio of U.S.-based oil and gas assets to its global
mining business.
This approximate $16.3 billion transaction included the
assumption of $9.7 billion of PXP debt as of March 31, 2013, the
payment of approximately $3.3 billion in cash ($25 per PXP share),
the issuance of approximately 91 million shares of FCX common stock
(0.6531 shares per PXP share), equivalent to a value of
approximately $2.9 billion based on the closing price of FCX’s
common stock on May 30, 2013, and the value of the $3 per share PXP
special cash dividend paid on May 31, 2013. After giving effect to
the transaction, FCX has approximately 1,038 million shares
outstanding.
The transaction creates a premier U.S.-based natural resource
company with an industry leading global portfolio of mineral
assets, significant oil and gas resources and a growing production
profile. The addition of a high quality, U.S.-focused oil and gas
resource base provides exposure to energy markets with positive
fundamentals, strong margins and cash flows, exploration leverage
and financially attractive long-term investment opportunities. The
portfolio of assets includes established oil production facilities
in California, a growing production profile in the onshore Eagle
Ford trend in Texas, significant production facilities and growth
potential in the Deepwater Gulf of Mexico and large onshore
resources in the Haynesville natural gas trend in Louisiana.
As previously reported, FCX’s acquisition of McMoRan Exploration
Co. (NYSE: MMR) is expected to close on June 3, 2013, subject to
MMR shareholder approval at the special meeting set for June 3,
2013. MMR is an industry leader in the emerging shallow water,
ultra-deep natural gas trend with sizeable potential, located
offshore in the shallow waters of the Gulf of Mexico and onshore in
South Louisiana. The MMR portfolio is expected to provide a large,
long-term and low cost source of natural gas production.
EXCHANGE OF PXP COMMON SHARES
Effective as of the close of trading on May 30, 2013, PXP's
common stock (NYSE: PXP) will no longer trade. As previously
reported, based on the May 31, 2013 closing date and pursuant to
the proration formula set forth in the merger agreement:
- PXP stockholders that elected to
receive FCX common stock will receive shares of FCX common
stock at an exchange ratio of approximately 1.4302 shares of FCX
common stock for each share of PXP common stock.
- PXP stockholders that elected to
receive cash will receive $46.01 in cash for each share of PXP
common stock.
- PXP stockholders who did not make a
valid election or did not deliver a valid election form prior to
the election deadline will receive approximately 99.5 percent
of their merger consideration in cash equal to $46.01 for each
share of PXP common stock and the remainder of their merger
consideration in shares of FCX common stock at an exchange ratio of
approximately 1.4302 shares of FCX common stock for each share of
PXP common stock.
No fractional shares of FCX common stock will be issued, and PXP
stockholders will receive cash in lieu of fractional shares.
PXP’s registered shareholders will receive information from
Computershare Trust Company, N.A., the exchange agent for the
merger, regarding the exchange of their PXP common shares. PXP’s
shareholders holding through a broker or bank should receive
information regarding the exchange of their PXP common shares from
the broker or bank.
FCX is a premier U.S.-based natural resource company with an
industry leading global portfolio of mineral assets, significant
oil and gas resources and a growing production profile. FCX is the
world’s largest publicly traded copper producer.
FCX’s portfolio of assets includes the Grasberg
minerals district in Indonesia, one of the world’s largest copper
and gold deposits; significant mining operations in the Americas,
including the large-scale Morenci minerals district in North
America and the Cerro Verde and El Abra operations in South
America; the Tenke Fungurume minerals district in the Democratic
Republic of Congo; and significant oil and natural gas assets in
North America, including reserves in the Deepwater Gulf of Mexico,
onshore and offshore California and in the Eagle Ford and
Haynesville shale plays. Additional information about FCX is
available on FCX's website at www.fcx.com.
Cautionary Statement Regarding Forward Looking
Statements: This press release contains forward-looking
statements concerning the proposed MMR transaction, the expected
timetable for completing the proposed MMR transaction, and other
matters. Forward-looking statements are all statements other than
statements of historical facts. The words “anticipates,” “may,”
“can,” “plans,” “believes,” “estimates,” “expects,” “projects,”
“intends,” “likely,” “will,” “should,” “to be,” and any similar
expressions or other words of similar meaning are intended to
identify those assertions as forward-looking statements. It is
uncertain whether the events anticipated will transpire, or if they
do occur what impact they will have on the results of operations
and financial condition of FCX, or of the combined company. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including but not limited to the ability of
the FCX to satisfy the conditions precedent and consummate the
proposed MMR transaction, the timing of consummation of the
proposed MMR transaction, the ability of FCX to integrate the
acquired PXP and MMR operations, the ability to implement the
anticipated business plans following closing and achieve
anticipated benefits and savings, changes in commodity prices and
the ability to realize opportunities for growth. Other important
economic, political, regulatory, legal, technological, competitive
and other uncertainties are identified in the documents filed with
the Securities and Exchange Commission by FCX from time to time,
including its Annual Report on Form 10-K, Quarterly Report on Form
10-Q, and Current Reports on Form 8-K. The forward-looking
statements including in this press release are made only as of the
date hereof. FCX does not undertake any obligation to update the
forward-looking statements included in this press release to
reflect subsequent events or circumstances.
Additional Information about the Proposed Transaction and
Where to Find It: In connection with the proposed transaction,
FCX and the royalty trust formed in connection with the transaction
have filed with the SEC a registration statement on Form S-4 that
includes a proxy statement of McMoRan that also constitutes a
prospectus of FCX and the royalty trust. FCX, the royalty trust and
McMoRan also plan to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain
a free copy of the definitive proxy statement/prospectus and other
relevant documents filed by FCX, the royalty trust and McMoRan with
the SEC at the SEC’s website at www.sec.gov. You may also obtain
these documents by contacting FCX’s Investor Relations department
at (602) 366-8400, or via e-mail at ir@fmi.com; or by contacting
McMoRan’s Investor Relations department at (504) 582-4000, or via
email at ir@fmi.com.
FCX and McMoRan and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about FCX’s directors and
executive officers is available in FCX’s 2012 Annual Report on Form
10-K, filed with the SEC on February 22, 2013, as amended on April
23, 2013. Information about McMoRan’s directors and executive
officers is available in McMoRan’s 2012 Annual Report on Form 10-K,
filed with the SEC on February 22, 2013, as amended on April 26,
2013. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive proxy statement/prospectus and other relevant materials
which may be filed with the SEC regarding the merger. Investors
should read the definitive proxy statement/prospectus carefully
before making any voting or investment decisions. You may obtain
free copies of these documents from FCX or McMoRan using the
sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction No
offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Plains Exploration (NYSE:PXP)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
Plains Exploration (NYSE:PXP)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024