Freeport-McMoRan Copper & Gold Inc. and Plains Exploration & Production Company Set Special Meeting Date and Stockholder Election Deadline
Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) and Plains Exploration &
Production Company (NYSE: PXP) today announced that PXP will hold a
special meeting of its stockholders on May 20, 2013, to vote on the
proposed acquisition of PXP by FCX. Stockholders who held shares of PXP
common stock at the close of business on March 21, 2013, the record date
of special meeting, will be entitled to vote on the proposed merger.
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 are entitled to
receive per-share consideration consisting of 0.6531 shares of FCX
common stock and $25.00 in cash. The merger agreement and the merger are
described in the definitive proxy statement, which will be mailed to
stockholders of PXP beginning on or about April 18, 2013 in connection
with the special meeting.
PXP stockholders may elect to receive cash or stock consideration,
subject to proration in the event of oversubscription, with the value of
the cash and stock per-share consideration to be equalized at closing.
PXP stockholders who wish to make an election with respect to the
consideration to be received in the proposed merger with FCX must
deliver a properly completed election form to Computershare by 5:00
p.m., New York City time, on May 15, 2013 (the “Election Deadline”). PXP
stockholders who hold their shares through a bank, broker or other
nominee may have an election deadline earlier than the Election
Deadline. These stockholders should carefully review any materials they
receive from their bank, broker or other nominee to determine the
election deadline applicable to them.
PXP stockholders who do not make a timely election or fail to deliver a
properly completed election form to Computershare by the Election
Deadline will not be able to elect the form of merger consideration they
will receive in the merger. These non-electing stockholders will receive
all cash, all FCX common stock or a combination of cash and FCX common
stock as determined according to the allocation rules set forth in the
merger agreement.
PXP stockholders with questions regarding the election procedures or who
wish to obtain copies of the election materials may contact Innisfree
M&A Incorporated at (888) 750-5834 or AST Phoenix Advisors at (877)
478-5038.
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
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FREEPORT-McMoRan COPPER & GOLD
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Eric E. Kinneberg
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(602) 366-7994
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PLAINS EXPLORATION & PRODUCTION COMPANY
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Hance Myers
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(713) 579-6291
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INVESTOR CONTACTS
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FREEPORT-McMoRan COPPER & GOLD
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Kathleen L. Quirk
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David P. Joint
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(602) 366-8016
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(504) 582-4203
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PLAINS EXPLORATION & PRODUCTION COMPANY
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Hance Myers
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(713) 579-6291
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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.
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Plains Exploration & Production Company
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333 N. Central Ave. Phoenix, AZ 85004 Attention:
Investor Relations Phone: (602) 366-8400 Email: ir@fmi.com
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700 Milam, Suite 3100 Houston, TX 77002 Attention:
Investor Relations Phone: (713) 579-6000 Email: investor@pxp.com
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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 proxy statement dated April 27, 2012, for its 2012
Annual Meeting of Stockholders. Information about PXP’s directors and
executive officers is available in PXP’s proxy statement dated April 13,
2012, for its 2012 Annual Meeting of Stockholders. Other information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the merger when
they become available. 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.