Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
Filed by: Cabot Oil & Gas
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Cimarex Energy
Commission File Number: 001-31446
||Hi everyone. Our legal team has asked that I remind you that
this message contains forward-looking statements about the planned
transaction and its effects. Please refer to our Form 8-K filed
with the SEC today for information about our forward-looking
||I wanted to take a few minutes today to talk to you about the
exciting news we announced this morning.
||We have entered into a definitive agreement with Cimarex to
combine in an all stock merger of equals.
||This is a major milestone for Cabot, and I want to talk about
the compelling benefits of the combination for our investors,
employees and stakeholders.
||As you may know, Cimarex is an oil and gas exploration and
production company with principal operations in the Permian Basin
and Mid-Continent areas.
||Cimarex has experienced management and operating teams.
||One of the things that has been apparent through our
discussions with Cimarex in making this merger happen is that we
both put the safety of employees first.
||The combination of Cimarex’s top-tier oil portfolio with our
natural gas assets in the Marcellus Shale will create a diversified
E&P leader that is positioned to drive enhanced cash flow
generation and returns for investors through market cycles.
||So why we are doing this?
||First, you should know that we are doing this transaction from
a position of strength. Thanks to your hard work, over the past few
years, we have successfully executed our operating plan to drive
sustainable free cash flow and shareholder value creation.
||And while we have made important progress, we have long
understood the long-term benefits of expanding geographically
beyond the Marcellus Shale and adding more scale to our
||This transaction does all of that.
||With Cimarex, we will build on our success to date, accelerate
our strategy and create an industry leading operator with the size,
scale and financial position to thrive in today’s market and
beyond, across commodity price cycles.
||Together, we will have more geographic and asset diversity,
with scale and strong positions in the premier oil and gas basins
in the United States.
||With the addition of Cimarex’s oil assets in the Permian and
Anadarko Basins to our natural gas portfolio in the Marcellus
Shale, we will be more resilient and better positioned to continue
delivering strong results through market cycles.
||As a combined business, we intend to execute a prudent strategy
built on disciplined capital investment, strong cash flow
generation and increasing returns to shareholders.
||We expect to have a strong financial foundation, which will
underpin everything we do. In fact, the combination of this
business is expected to have one of the strongest balance sheets in
||Importantly, ensuring the health and safety of our employees,
as well as protecting the environment and the communities in which
we live and operate, will remain top priorities.
||We have made significant advances in our environmental, social
and governance practices and disclosures. As a combined business,
we will build on our ESG commitments and work to advance the
benefits of cleaner energy.
||In short, this transaction builds on and accelerates the
strategy we have been executing. We will be well positioned to
deliver long-term value creation for our shareholders, employees
and other stakeholders.
||Now let me take a moment to talk about what all of this means
for our business and for you.
||First, it is business as usual. The transaction is expected to
close in the fourth quarter of this year. Until then, we will
continue to operate as a standalone company.
||The best thing we can do is stay focused on working safely and
conducting our day-to-day responsibilities.
||In terms of bringing our companies together, we are creating an
integration team made up of leaders from both Cabot and Cimarex.
This team will put together a detailed and thoughtful integration
plan that we can begin to implement once the transaction is
||There are a number of decisions that need to be determined,
including the name of the combined business. But there are a few
key things that we can tell you today.
||First, upon the closing of the transaction, I will serve as
Executive Chair of the Board of the newly combined business and
Cimarex’s President and Chief Executive Officer, Tom Jorden, will
serve as Chief Executive Officer.
||We plan to be headquartered in Houston and maintain our
Pennsylvania regional and field offices in both Pittsburgh and
Montrose, and GDS office.
||As I said, today’s announcement is just the start of this
process. We will provide updates as we make progress.
||While we may not have all of the answers quite yet, our
commitment to you is that we will answer your questions as
completely as possible, as soon as we can.
||Over the course of the integration planning process, we will be
communicating with all of you to provide updates on our
||We understand that many of you have questions about the
transaction. Please feel free to reach out to your manager with any
questions, and we’ll do our best to answer them.
||Before I close, there are a few key things I want to
||First, this transaction sets us up to succeed, not just this
year, not just in 2022, but for the years to come. Together with
Cimarex, we will build on our strong, efficient operations to drive
cash flow and deliver returns for shareholders through market
||Second, we chose to combine with Cimarex because of our similar
strategies and, even more importantly, because of our similar
||Finally, your hard work and commitment to working safely is
what has enabled us to reach this point from a position of
strength. Our employees will continue to be the drivers of our
||In the coming days, Cimarex CEO, Tom Jorden, will be hosting a
virtual meeting to introduce himself and discuss more about the
benefits of the transaction.
||I look forward to continuing to update you on our progress as
we move forward with this exciting and value-creating
||In the meantime, let’s keep up the great work that you’ve been
doing every day. Thank you very much!
Cautionary Statement Regarding Forward-Looking
This communication contains certain “forward-looking statements”
within the meaning of federal securities laws. Words such as
“anticipates,” “believes,” “expects,” “intends,” “plans,”
“outlook,” “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
Cabot’s and Cimarex’s current views about future events. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving
Cabot and Cimarex, including future financial and operating
results; Cabot’s and Cimarex’s plans, objectives, expectations and
intentions; the expected timing and likelihood of completion of the
transaction; the expected timing and amount of any future
dividends; and other statements that are not historical facts,
including estimates of oil and natural gas reserves and resources,
estimates of future production, assumptions regarding future oil
and natural gas pricing, planned drilling activity, future results
of operations, projected cash flow and liquidity, the achievement
of synergies, business strategy and other plans and objectives for
future operations. No assurances can be given that the
forward-looking statements contained in this communication 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 and uncertainties
include, without limitation, the ability to obtain the requisite
Cabot and Cimarex stockholder approvals; the risk that Cabot or
Cimarex may be unable to obtain governmental and regulatory
approvals required for the merger; the risk that an event, change
or other circumstances could give rise to the termination of the
proposed merger; the risk that a condition to closing of the merger
may not be satisfied on a timely basis or at all; the length of
time necessary to close the proposed transaction, which may be
longer than anticipated for various reasons; the risk that the
businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not
be fully realized or may take longer to realize than expected; the
risk that any announcement relating to the proposed transaction
could have adverse effects on the market price of Cabot’s common
stock or Cimarex’s common stock; the risk of litigation related to
the proposed transaction; the effect of future regulatory or
legislative actions on the companies or the industry in which they
operate, including the risk of new restrictions with respect to
well spacing, hydraulic fracturing, natural gas flaring or other
oil and natural gas development activities; the risk that the
credit ratings of the combined business may be different from what
the companies expect; disruption from the transaction making it
more difficult to maintain relationships with customers, employees
or suppliers; the diversion of management time on merger-related
issues; the volatility in commodity prices for crude oil and
natural gas; the continuing effects of the COVID-19 pandemic and
the impact thereof on Cabot’s and Cimarex’s businesses, financial
condition and results of operations; actions by, or disputes among
or between, the Organization of Petroleum Exporting Countries and
other producer countries; the presence or recoverability of
estimated reserves; the ability to replace reserves; environmental
risks; drilling and operating risks; exploration and development
risks; competition; the ability of management to execute its plans
to meet its goals; and other risks inherent in Cabot’s and
Cimarex’s businesses. In addition, the declaration and payment of
any future dividends, whether regular base quarterly dividends,
variable dividends or special dividends following completion of the
proposed transaction, will depend on the combined business’
financial results, cash requirements, future prospects and other
factors deemed relevant by the board of directors of Cabot (as then
constituted). These risks, as well as other risks related to the
proposed transaction, will be described in the registration
statement on Form S-4 and joint proxy statement/prospectus that
will be filed with the SEC in connection with the proposed
transaction. While the list of factors presented here is, and the
list of factors to be presented in the registration statement on
Form S-4 are, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated. For
additional information about other factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to: (1) Cabot’s annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K, which are available on Cabot’s website at
www.cabotog.com/investor-relations and on the SEC’s website at
http://www.sec.gov; and (2) Cimarex’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K,
which are available on its website at
www.cimarex.com/investor-relations and on the SEC’s website at
Forward-looking statements are based on the estimates and opinions
of management at the time the statements are made. Except to the
extent required by applicable law, neither Cabot nor Cimarex
undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof.
No Offer or Solicitation
This communication is not intended to and shall not constitute an
offer to buy or sell or the solicitation of an offer to buy or sell
any securities, or a solicitation of any vote or approval, 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.
Additional Information about the Merger and Where to Find
In connection with the proposed transaction, Cabot intends to file
with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4 that will include a joint proxy statement of
Cabot and Cimarex and that also constitutes a prospectus of Cabot.
Each of Cabot and Cimarex may also file other relevant documents
with the SEC regarding the proposed transaction. This communication
is not a substitute for the joint proxy statement/prospectus or
registration statement or any other document that Cabot or Cimarex
may file with the SEC. The definitive joint proxy
statement/prospectus (if and when available) will be mailed to
stockholders of Cabot and Cimarex. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies
of the registration statement and joint proxy statement/prospectus
(if and when available) and other documents containing important
information about Cabot, Cimarex and the proposed transaction, once
such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Cabot may be obtained free of
charge on Cabot’s website at www.cabotog.com/investor-relations or
by contacting Matt Kerin by email at firstname.lastname@example.org or by
phone at 281-589-4642. Copies of the documents filed with the SEC
by Cimarex may be obtained free of charge on Cimarex’s website at
Participants in the Solicitation
Cabot, Cimarex and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of Cabot,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Cabot’s proxy
statement for its 2021 Annual Meeting of Stockholders, which was
filed with the SEC on March 12, 2021, and Cabot’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, which was
filed with the SEC on February 26, 2021. Information about the
directors and executive officers of Cimarex, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in Cimarex’s proxy statement
for its 2021 Annual Meeting of Stockholders, which was filed with
the SEC on March 26, 2021, and Cimarex’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, which was filed with
the SEC on February 23, 2021. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should
read the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may
obtain free copies of these documents from Cabot or Cimarex using
the sources indicated above.
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