Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) and Plains
Exploration & Production Company (NYSE: PXP) today announced
the preliminary results of the elections made by PXP stockholders
regarding the form of merger consideration to be received in
connection with FCX’s pending acquisition of PXP, which is
currently expected to be completed on May 20, 2013.
As previously announced, on December 5, 2012, FCX and PXP
announced that they had entered into a definitive merger agreement
pursuant to which FCX will acquire PXP. Pursuant to the merger
agreement, PXP stockholders were entitled to elect to receive, for
each share of PXP common stock held, either cash or shares of FCX
common stock with a value equal to the sum of 0.6531 shares of FCX
common stock and $25.00, subject to proration in the event cash is
oversubscribed or undersubscribed.
As of May 15, 2013, approximately 132,285,291 shares of PXP
common stock, including restricted shares and shares subject to
certain restricted stock units (“RSUs”) which are entitled to make
a merger consideration election under the terms of the merger
agreement, were outstanding (the “outstanding PXP shares”). Based
on available information as of the election deadline of 5:00 p.m.,
New York time, on May 15, 2013, the preliminary election results
were as follows:
• holders of approximately 38,503,126 PXP shares
(including holders of restricted shares and certain RSUs), or
approximately 29.1% of the outstanding PXP shares, elected to
receive cash; • holders of approximately 60,231,439
PXP shares (including holders of restricted shares and certain
RSUs), or approximately 45.5% of the outstanding PXP shares,
elected to receive FCX common stock; and • holders of
approximately 33,550,726 PXP shares (including holders of
restricted shares and certain RSUs), or approximately 25.4% of the
outstanding PXP shares, did not make a valid election or did not
deliver a valid election form prior to the election deadline.
PXP stockholders electing to receive FCX common stock may be
prorated and consequently are expected to receive approximately
98.7% of their merger consideration in FCX common stock and the
remainder in cash. PXP stockholders electing cash and stockholders
who did not make a valid election or did not deliver a valid
election form prior to the election deadline are expected to
receive all of their consideration in cash. No fractional shares of
FCX common stock will be issued, and PXP stockholders will receive
cash in lieu of fractional shares. These amounts and allocations
are estimates based on preliminary information and assumptions
regarding transaction timing, and may change.
If the necessary PXP stockholder approval is obtained and the
other conditions to closing are satisfied, the final allocation of
the merger consideration will be computed using the formula set
forth in the merger agreement and announced in a press release.
ABOUT FREEPORT-MCMORAN COPPER & GOLD INC.
FCX is a leading international mining company with headquarters
in Phoenix, Arizona. FCX operates large, long-lived, geographically
diverse assets with significant proven and probable reserves of
copper, gold and molybdenum. FCX has a dynamic portfolio of
operating, expansion and growth projects in the copper industry and
is the world’s largest producer of molybdenum.
The company’s portfolio of assets includes the Grasberg minerals
district, one of the world’s largest copper and gold mines in terms
of recoverable reserves; significant mining operations in the
Americas, including the large scale Morenci and Safford minerals
districts in North America and the Cerro Verde and El Abra
operations in South America; and the Tenke Fungurume minerals
district in the Democratic Republic of Congo. Additional
information about FCX is available on FCX's website at
www.fcx.com.
ABOUT PLAINS EXPLORATION & PRODUCTION COMPANY
PXP is an independent oil and gas company primarily engaged in
the activities of acquiring, developing, exploring and producing
oil and gas in California, Texas, Louisiana, and the Deepwater Gulf
of Mexico. PXP is headquartered in Houston, Texas. Additional
information about PXP is available on PXP’s website at
www.pxp.com.
MEDIA
CONTACTS
FREEPORT-McMoRan COPPER &
GOLD
Eric E. Kinneberg (602) 366-7994
PLAINS EXPLORATION & PRODUCTION
COMPANY
Hance Myers (713) 579-6291
INVESTOR
CONTACTS
FREEPORT-McMoRan COPPER &
GOLD
Kathleen L. Quirk David P. Joint (602) 366-8016 (504) 582-4203
PLAINS EXPLORATION & PRODUCTION
COMPANY
Hance Myers (713) 579-6291
Cautionary Statement Regarding Forward Looking
Statements: This press release contains forward-looking
statements concerning the proposed transaction, the expected
timetable for completing the proposed 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, PXP 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 parties to satisfy the conditions precedent and consummate the
proposed transaction, the timing of consummation of the proposed
transaction, the ability of the parties to secure regulatory
approvals in a timely manner or on the terms desired or
anticipated, the ability of FCX to integrate the acquired
operations, the ability to implement the anticipated business plans
following closing and achieve anticipated benefits and savings, 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 (the “SEC”) by FCX and PXP
from time to time, including their respective Annual Reports on
Form 10-K, Quarterly Reports 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. Neither FCX nor PXP
undertakes 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 has filed with the SEC a registration statement on Form S-4
that includes a definitive proxy statement of PXP that also
constitutes a prospectus of FCX. FCX and PXP 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 and PXP with the SEC at the SEC’s
website at www.sec.gov. In addition, you may obtain free copies of
the registration statement and the proxy statement/prospectus by
phone, e-mail or written request by contacting the investor
relations department of FCX or PXP at the following:
Freeport-McMoRan
Copper & Gold Inc.
Plains Exploration
& Production Company
333 N. Central Ave.
Phoenix, AZ 85004
Attention: Investor Relations
Phone: (602) 366-8400
Email: ir@fmi.com
700 Milam, Suite 3100
Houston, TX 77002
Attention: Investor Relations
Phone: (713) 579-6000
Email: investor@pxp.com
FCX and PXP 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 PXP’s directors and executive officers
is available in PXP’s 2012 Annual Report on Form 10-K filed with
the SEC on February 21, 2013, as amended on February 25, 2013 and
April 29, 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
proxy statement/prospectus and other relevant materials which may
be filed with the SEC regarding the merger. Investors should read
the proxy statement/prospectus carefully before making any voting
or investment decisions. You may obtain free copies of these
documents from FCX or PXP 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.
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