Freeport-McMoRan Copper & Gold Inc. and Plains Exploration & Production Company Announce Preliminary Results of Merger Consideration Election
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:
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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;
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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
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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.
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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
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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 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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