Houston, April 28, 2017 (GLOBE NEWSWIRE) -- Noble Energy, Inc. (“Noble Energy”) (NYSE: NBL) today announced the
final merger consideration election results from its acquisition of Clayton Williams Energy, Inc. (“Clayton Williams Energy”),
which was completed on April 24, 2017.
Noble Energy acquired Clayton Williams Energy for stock and cash, comprised of approximately 55 million shares of Noble Energy
common stock and $665 million in cash. Clayton Williams Energy common stockholders and warrant holders have had the opportunity to
elect to receive the merger consideration in the form of cash, Noble Energy common stock, or a mix of cash and Noble Energy common
stock, in each case subject to proration.
Holders of approximately 2.0% of the outstanding Clayton Williams Energy shares of common stock and warrants elected to receive
Noble Energy common stock, holders of approximately 86.9% elected to receive cash, and holders of approximately 8.4% elected to
receive a mix of cash and Noble Energy common stock. The balance made no election.
Common stockholders who made valid stock elections will receive 3.7222 shares of Noble Energy common stock (with fractional
shares being paid in cash) for each share of Clayton Williams Energy common stock.
Common stockholders who made valid cash elections will receive the cash consideration at a proration factor of 0.25270968,
resulting in approximately 2.7816 shares of Noble Energy common stock (with fractional shares being paid in cash) and $34.97 in
cash for each share of Clayton Williams Energy common stock.
Common stockholders who made valid mixed elections will receive 2.7874 shares of Noble Energy common stock (with fractional
shares being paid in cash) and $34.75 in cash for each share of Clayton Williams Energy common stock.
Common stockholders who did not make a valid election will receive 3.7222 shares of Noble Energy common stock (with fractional
shares being paid in cash) for each share of Clayton Williams Energy common stock.
In each case, cash in lieu of fractional shares of Noble Energy common stock will be paid at a rate of $34.67 per
share.
About Noble Energy
Noble Energy (NYSE: NBL) is an independent oil and natural gas exploration and production company with a diversified
high-quality portfolio of both U.S. unconventional and global offshore conventional assets spanning three continents. Founded more
than 80 years ago, the company is committed to safely and responsibly delivering our purpose: Energizing the World, Bettering
People’s Lives®. For more information, visit www.nblenergy.com.
Forward Looking Statements
This news release contains certain “forward-looking statements” within the meaning of
federal securities law. 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 current views about future events. They may include estimates of oil and natural gas reserves, 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 news 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 include, without limitation, 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 business that are discussed in its most recent
annual report on Form 10-K and in other reports on file with the Securities and Exchange Commission. These reports are also
available from Noble Energy’s offices or website, http://www.nblenergy.com. Forward-looking statements are based on the estimates and opinions of
management at the time the statements are made. Noble Energy does not assume any obligation to update forward-looking statements
should circumstances, management’s estimates, or opinions change.
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 the Company’s probable and possible reserves in our filings with the SEC. We use certain
terms in this news release, such as “gross recoverable natural gas resources” and “gross recoverable resources,” which 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 annual report on Form 10-K and in
other reports on file with the SEC, available from Noble Energy’s offices or website, http://www.nblenergy.com.
Investor Contacts Brad Whitmarsh (281) 943-1670 brad.whitmarsh@nblenergy.com Megan Repine (832) 639-7380 megan.repine@nblenergy.com Megan Dolezal (281) 943-1861 Megan.Dolezal@nblenergy.com Media Contacts Deena McMullen (281) 943-1732 media@nblenergy.com Reba Reid (713) 412-8441 media@nblenergy.com
