McMoRan Exploration Co. Sets Special Meeting Date of December 30, 2010
November 23 2010 - 4:05PM
Business Wire
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 McMoRan’s
proposed acquisition of PXP’s 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
PXP’s 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 PXP’s 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 McMoRan’s 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 SEC's web site, www.sec.gov.
McMoRan’s 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 McMoRan’s 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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