Freeport-McMoRan Copper & Gold Inc. and McMoRan Exploration Co. Announce Special Meeting Date
Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) and McMoRan Exploration
Co. (NYSE: MMR) today announced that MMR will hold a special meeting of
its stockholders on June 3, 2013, to vote on the proposed acquisition of
MMR by FCX. Stockholders who held shares of MMR common stock at the
close of business on April 4, 2013, the record date of the special
meeting, will be entitled to vote on the proposed merger. The
transaction is expected to close on June 3, 2013, subject to
satisfaction or waiver of all closing conditions, including MMR
shareholder approval at the special meeting.
On December 5, 2012, FCX and MMR announced a definitive merger agreement
pursuant to which FCX will acquire MMR. Pursuant to the merger
agreement, MMR stockholders are entitled to receive per-share
consideration consisting of $14.75 in cash and 1.15 units of a royalty
trust (Gulf Coast Ultra Deep Royalty Trust), which will hold a 5 percent
overriding royalty interest in future production from twenty specified
ultra-deep exploration prospects. The terms of the merger agreement are
described in the definitive proxy statement, which will be mailed to
stockholders of MMR beginning on May 3, 2013 in connection with the
special meeting.
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 McMoRan EXPLORATION CO.
McMoRan Exploration Co. is an independent public company engaged in the
exploration, development and production of natural gas and oil in the
shallow waters of the Gulf of Mexico Shelf and onshore in the Gulf Coast
area. Additional information about MMR is available on its internet
website www.mcmoran.com.
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, MMR 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
MMR 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 MMR 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 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.