- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 23 2010 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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McMoRan Exploration Co.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1615 Poydras Street
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New Orleans, LA 70112
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Financial & Media Contact:
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David P. Joint
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(504) 582-4203
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McMoRan Exploration Co. Sets
Special Meeting Date of December 30, 2010
NEW ORLEANS, LA, November 23, 2010 McMoRan Exploration Co. (NYSE: MMR) today announced it
will hold a special meeting of its stockholders on December 30, 2010, to vote on the issuance of
common stock to Plains Exploration & Production Company (NYSE: PXP) in connection with McMoRans
proposed acquisition of PXPs shallow water Gulf of Mexico (GOM) shelf assets and the issuance of
convertible preferred stock to Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX). Stockholders who
hold shares of McMoRan common stock at the close of business on November 15, 2010, the record date
of the special meeting, will be entitled to vote at the special meeting.
On September 20, 2010, McMoRan announced an agreement to acquire PXPs shallow water GOM
shelf assets for a combination of stock and cash. Under the terms of the transaction, McMoRan
will issue 51 million shares of McMoRan common stock and pay $75 million in cash to PXP to
acquire all of PXPs interests and exploration rights in the shallow waters of the shelf of the
GOM.
The closing of the acquisition is subject to McMoRan shareholder approval of the issuance
of common stock to PXP, as required by New York Stock Exchange (NYSE) rules, the completion of
financing transactions, receipt of regulatory approvals and other customary closing conditions.
Early termination of the waiting period under the Hart-Scott-Rodino Act was granted in
mid-October. Proxy materials related to the McMoRan shareholder meeting were filed with the
Securities and Exchange Commission (SEC) on November 23, 2010 and are being mailed to McMoRan
stockholders in connection with the special meeting.
Concurrent with the closing of the PXP transaction, McMoRan will privately issue $900 million
in equity-linked securities to fund future capital expenditures associated with McMoRans expanded
asset base and for general corporate purposes. McMoRan reached agreement on the terms of this
private placement in September 2010. The financing includes $400 million in investments from
institutional investors and $500 million from FCX. The closings of the private placements are
subject to the completion of the PXP transaction, McMoRan shareholder approval of the issuance of
convertible preferred stock to FCX, and other customary closing conditions.
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 GOM Shelf and
onshore in the Gulf Coast area. Additional information about McMoRan is available on its
internet website www.mcmoran.com.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS:
In connection with the proposed
transaction, McMoRan filed a definitive proxy statement with the SEC on November 23, 2010.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED IN
CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. These materials (and all other documents filed by McMoRan with the SEC) are
available free of charge at
www.mcmoran.com
. Investors and security holders may also
obtain the proxy statement and other documents filed with the SEC by McMoRan free of charge at the
SECs web site,
www.sec.gov
.
McMoRans directors and executive officers and other persons may be deemed, under SEC rules,
to be participants in the solicitation of proxies in connection with the proposed transaction.
Information regarding McMoRans directors and officers can be found in its proxy statement filed
with the SEC on March 25, 2010. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests in the transaction, by
security holdings or otherwise, is contained in the proxy statement filed with the SEC.
CAUTIONARY STATEMENT:
This press release contains forward-looking statements that
involve a number of assumptions, risks and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking statements. We caution readers that those
statements are not guarantees of future performance or exploration and development success, and our
actual exploration experience and future financial results may differ materially from those
anticipated, projected or assumed in
the forward-looking statements. Such forward-looking statements include, but are not limited to,
statements about the potential opportunities and benefits presented by the proposed property
acquisition, including expectations regarding reserve estimates and production rates, statements
about the proposed financing transactions and other statements that are not historical facts. No
assurances can be given that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on our results of
operations or financial condition. Important factors that can cause actual results to differ
materially from the results anticipated by forward-looking statements include, but are not limited
to, those associated with general economic and business conditions, variations in the market demand
for, and prices of, oil and natural gas, the closing of the property acquisition, the exercise of
preferential rights by third parties, the availability of financing on commercially reasonable
terms and the closing of such financing transactions, each of which depends on the satisfaction of
various closing conditions, including, but not limited to, obtaining shareholder approval of the
issuances of securities as required under New York Stock Exchange rules and obtaining regulatory
approvals, and other factors described in more detail in Part I, Item 1A. Risk Factors included
in our 2009 Form 10-K, as updated by our subsequent filings with the SEC. Investors are cautioned
that many of the assumptions upon which our forward-looking statements are based are likely to
change after our forward-looking statements are made, including for example the market prices of
oil and natural gas, which we cannot control, and production volumes and costs, some aspects of
which we may or may not be able to control. Further, during the quarter, we may make changes to our
business plans that could or will affect our results for the quarter. We caution investors that we
do not intend to update our forward-looking statements more frequently than quarterly,
notwithstanding any changes in our assumptions, changes in our business plans, our actual
experience, or other changes, and we undertake no obligation to update any forward-looking
statements.
# # #
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