HOUSTON, May 11, 2015 /PRNewswire/ -- Noble Energy, Inc.
(Noble Energy) (NYSE: NBL) and Rosetta Resources Inc. (Rosetta)
(NASDAQ: ROSE) today announced a definitive merger agreement
whereby Noble Energy will acquire all of the common stock of
Rosetta in an all-stock transaction valued at $2.1 billion, plus the assumption of Rosetta's
net debt of $1.8 billion as of
March 31, 2015.
Dave Stover, Noble Energy's
Chairman, CEO, and President stated, "I am excited to announce this
strategic transaction which adds two exceptional and material areas
to our global portfolio. The Eagle Ford and the Permian are
premier unconventional resource plays, two of the most economic in
the U.S., which will expand our resource base and development
inventory and further diversify our portfolio. The
transaction will be immediately accretive to our per share
production, reserves, earnings, and cash flow. Rosetta's
team has a strong culture and track record of safe and efficient
operations, and we look forward to adding their talents and
capabilities to our company. The strengths of the combined
assets and people will drive significant value creation for our
existing and new shareholders."
Jim Craddock, Rosetta's Chairman,
CEO and President, stated, "The combination with Noble Energy
brings together two complementary companies with a deep and diverse
portfolio of assets in key unconventional resource basins.
The deal will accelerate value delivery from our strong asset
base, and the all-stock nature of the transaction will allow our
shareholders to continue to reap that value growth across commodity
price cycles. I have long respected Noble Energy and its
management team, which has a strong track record of delivering
substantial value to shareholders, both from the U.S. onshore
business as well as global offshore exploration and
development. I am confident the combined team, strong balance
sheet, and premier asset base is poised for further success and
shareholder value creation."
Rosetta's liquids-rich asset base includes approximately 50,000
net acres in the Eagle Ford Shale and 56,000 net acres in the
Permian (46,000 acres in the Delaware Basin and 10,000 acres in the Midland
Basin). Noble Energy has identified in excess of 1,800 gross
horizontal drilling locations for development, providing net
unrisked resource potential of approximately one billion barrels of
oil equivalent.
Rosetta's assets produced 66 thousand barrels of oil equivalent
per day in the first quarter of 2015, and year-end 2014 proved
reserves were 282 million barrels of oil equivalent. More
than 60 percent of Rosetta's current production and proved reserves
are liquids. Noble Energy anticipates a compounded annual
production growth rate from these assets over the next several
years of approximately 15 percent, generating positive free cash
flow on an annual basis.
Under the definitive agreement, Rosetta shareholders will
receive 0.542 of a share of Noble Energy common stock for each
share of Rosetta common stock held. Based on the Noble Energy
closing price on May 8, 2015, the
transaction has an implied value to Rosetta shareholders of
$26.62 per share, representing a 28
percent premium to the average price of Rosetta stock over the last
30 trading days. Following the transaction, shareholders of
Rosetta are expected to own 9.6 percent of the outstanding shares
of Noble Energy.
The boards of directors of both companies have unanimously
approved the terms of the agreement, and Rosetta's board has
recommended that its shareholders approve the transaction.
Completion of the transaction is subject to the approval of the
Rosetta shareholders and certain regulatory approvals and customary
conditions. The transaction is expected to close in the third
quarter of 2015.
Noble Energy will host a conference call on May 11, 2015, at 9:00 a.m.
Central Time to discuss the transaction. Conference
call numbers for participation are 877-870-4263 and
412-317-0790. The webcast and presentation materials will be
accessible on the 'Investors' page of Noble Energy's website,
www.nobleenergyinc.com.
Petrie Partners Securities, LLC acted as exclusive financial
advisor to Noble Energy. Skadden, Arps, Slate, Meagher &
Flom, LLP acted as legal advisor to Noble Energy. Morgan Stanley
& Co. LLC acted as exclusive financial advisor to Rosetta.
Latham & Watkins LLP acted as legal advisor to
Rosetta.
Noble Energy is a leading independent energy company engaged in
worldwide oil and gas exploration and production. The Company
has core operations onshore in the U.S., primarily in the DJ Basin
and Marcellus Shale, in the
Gulf of Mexico, offshore Eastern
Mediterranean, and offshore West
Africa. Noble Energy is listed on the New York Stock
Exchange and is traded under the ticker symbol NBL. Further
information is available at www.nobleenergyinc.com.
Rosetta Resources Inc. is an independent exploration and
production company engaged in the acquisition and development of
onshore unconventional resource plays in the United States of America. The Company owns
positions in the Eagle Ford area in South
Texas and in the Permian Basin in West Texas. Rosetta is based in Houston, Texas. Rosetta is listed on NASDAQ
and is traded under the ticker symbol ROSE. Further
information is available at www.rosettaresources.com.
Forward Looking Statements
This press release contains certain "forward-looking
statements" within the meaning of federal securities laws. Words
such as "anticipates", "believes," "expects", "intends", "will",
"should", "may", and similar expressions may be used to identify
forward-looking statements. Forward-looking statements are not
statements of historical fact and reflect Noble Energy's and
Rosetta's current views about future events. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the proposed merger involving Noble Energy and Rosetta,
including future financial and operating results, Noble Energy's
and Rosetta's plans, objectives, expectations and intentions, the
expected timing of completion of the transaction, and other
statements that are not historical facts, including estimates of
oil and natural gas reserves and resources, estimates of future
production, assumptions regarding future oil and natural gas
pricing, planned drilling activity, future results of operations,
projected cash flow and liquidity, business strategy and other
plans and objectives for future operations. No assurances can
be given that the forward-looking statements contained in this
press release will occur as projected and actual results may differ
materially from those projected. Forward-looking statements are
based on current expectations, estimates and assumptions that
involve a number of risks and uncertainties that could cause actual
results to differ materially from those projected. These risks and
uncertainties include, without limitation, the ability to obtain
the requisite Rosetta shareholder approval; the risk that Rosetta
or Noble Energy may be unable to obtain governmental and regulatory
approvals required for the merger, or required governmental and
regulatory approvals may delay the merger or result in the
imposition of conditions that could cause the parties to abandon
the merger, the risk that a condition to closing of the merger may
not be satisfied, the timing to consummate the proposed merger, the
risk that the businesses will not be integrated successfully, the
risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize
than expected, disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers, the diversion of management time on merger-related
issues, the volatility in commodity prices for crude oil and
natural gas, the presence or recoverability of estimated reserves,
the ability to replace reserves, environmental risks, drilling and
operating risks, exploration and development risks, competition,
government regulation or other actions, the ability of management
to execute its plans to meet its goals and other risks inherent in
Noble Energy's and Rosetta's businesses that are discussed in Noble
Energy's and Rosetta's most recent annual reports on Form 10-K,
respectively, and in other Noble Energy and Rosetta reports on file
with the Securities and Exchange Commission (the "SEC"). These
reports are also available from the sources described above.
Forward-looking statements are based on the estimates and opinions
of management at the time the statements are made. Noble Energy
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
This presentation also contains certain historical and
forward-looking non-GAAP measures of financial performance that
management believes are good tools for internal use and the
investment community in evaluating Noble Energy's overall financial
performance. These non-GAAP measures are broadly used to value and
compare companies in the crude oil and natural gas industry. Please
also see Noble Energy's website at
http://www.nobleenergyinc.com under "Investors" for
reconciliations of the differences between any historical non-GAAP
measures used in this presentation and the most directly comparable
GAAP financial measures. The GAAP measures most comparable to the
forward-looking non-GAAP financial measures are not accessible on a
forward-looking basis and reconciling information is not available
without unreasonable effort.
The Securities and Exchange Commission requires oil and gas
companies, in their filings with the SEC, to disclose proved
reserves that a company has demonstrated by actual production or
conclusive formation tests to be economically and legally
producible under existing economic and operating conditions. The
SEC permits the optional disclosure of probable and possible
reserves, however, we have not disclosed our probable and possible
reserves in our filings with the SEC. We use certain terms in this
presentation, such as "discovered unbooked resources", "resources",
"risked resources", "recoverable resources", "unrisked resources",
"unrisked exploration prospectivity" and "estimated ultimate
recovery" (EUR). These estimates are by their nature more
speculative than estimates of proved, probable and possible
reserves and accordingly are subject to substantially greater risk
of being actually realized. The SEC guidelines strictly prohibit us
from including these estimates in filings with the SEC. Investors
are urged to consider closely the disclosures and risk factors in
our most recent Form 10-K and in other reports on file with the
SEC, available from Noble Energy's offices or website,
http://www.nobleenergyinc.com.
Additional Information And Where To Find It
This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed merger between Noble Energy and Rosetta, Noble Energy will
file with the SEC a Registration Statement on Form S-4 that will
include a proxy statement of Rosetta that also constitutes a
prospectus of Noble Energy. Rosetta will mail the proxy
statement/prospectus to its shareholders. This document
is not a substitute for any prospectus, proxy statement or any
other document which Noble Energy or Rosetta may file with the SEC
in connection with the proposed transaction. Noble
Energy and Rosetta urge Rosetta investors and shareholders to read
the proxy statement/prospectus regarding the proposed merger when
it becomes available, as well as other documents filed with the
SEC, because they will contain important information. You may
obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website
(www.sec.gov). You may also obtain these
documents, free of charge, from Noble Energy's website
(www.nobleenergyinc.com) under the tab "Investors"
and then under the heading "SEC Filings." You may also obtain
these documents, free of charge, from Rosetta's website
(www.rosettaresources.com) under the tab "Investors"
and then under the heading "SEC Filings."
Participants In The Merger Solicitation
Noble Energy, Rosetta, and their respective directors,
executive officers and certain other members of management and
employees may be soliciting proxies from Rosetta shareholders in
favor of the merger and related matters. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of Rosetta shareholders in
connection with the proposed merger will be set forth in the proxy
statement/prospectus when it is filed with the SEC. You can
find information about Noble Energy's executive officers and
directors in its definitive proxy statement filed with the SEC on
March 27, 2015. You can find
information about Rosetta's executive officers and directors in its
definitive proxy statement filed with the SEC on March 26, 2015. Additional information
about Noble Energy's executive officers and directors and Rosetta's
executive officers and directors can be found in the
above-referenced Registration Statement on Form S-4 when it becomes
available. You can obtain free copies of these documents from
Noble Energy and Rosetta using the contact information
above.
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SOURCE Noble Energy