Filed by ConocoPhillips
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Concho Resources Inc.
Commission File No. 001-33615
Date: October 29, 2020
[The following passages are excerpts from ConocoPhillips’
third-quarter 2020 earnings press release, which was issued on October 29, 2020.]
Lance continued, “The combination with Concho will make
us a stronger company by enhancing the quality, scale and stakeholder appeal of ConocoPhillips’ successful value proposition,
which is based on balance sheet strength, disciplined low cost of supply investments, free cash flow generation, and superior returns
of and on capital – all with a visible commitment to ESG excellence. This is the winning formula for our sector and we’ll
be uniquely positioned to deliver on it through the cycles of our business.”
* * *
Following the recently announced acquisition of Concho Resources,
the company is standing up an integration planning team in anticipation of a closing date in the first quarter of 2021.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This communication relates to
a proposed business combination transaction between ConocoPhillips and Concho Resources. Forward-looking statements relate to future
events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated
impact of the proposed transaction on the combined company’s business and future financial and operating results, the expected
amount and timing of synergies from the proposed transaction, and the anticipated closing date for the proposed transaction and
other aspects of our operations or operating results. Words and phrases such as "anticipate," "estimate," "believe,"
"budget," "continue," "could," "intend," "may," "plan," "potential,"
"predict," "seek," "should," "will," "would," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook," "effort,"
"target" and other similar words can be used to identify forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the company expresses an expectation
or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time
such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain
risks, uncertainties, and other factors beyond our control. Therefore, actual outcomes and results may differ materially from what
is expressed or forecast in the forward-looking statements. The following important factors and uncertainties, among others, could
cause actual results or events to differ materially from those described in these forward-looking statements: the impact of public
health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies
and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national
or global economies and markets; global and regional changes in the demand, supply, prices, differentials or other market conditions
affecting oil and gas and the resulting actions in response to such changes, including changes resulting from the imposition or
lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries
and other producing countries; changes in commodity prices; changes in expected levels of oil and gas reserves or production; operating
hazards, drilling risks, unsuccessful exploratory activities; unexpected cost increases or technical difficulties in constructing,
maintaining, or modifying company facilities; legislative and regulatory initiatives addressing global climate change or other
environmental concerns; investment in and development of competing or alternative energy sources; disruptions or interruptions
impacting the transportation for oil and gas production; international monetary conditions and exchange rate fluctuations; changes
in international trade relationships, including the imposition of trade restrictions or tariffs on any materials or products (such
as aluminum and steel) used in the operation of ConocoPhillips’ business; ConocoPhillips’ ability to collect payments
when due under ConocoPhillips’ settlement agreement with PDVSA; ConocoPhillips’ ability to collect payments from the
government of Venezuela as ordered by the ICSID; ConocoPhillips’ ability to liquidate the common stock issued to ConocoPhillips
by Cenovus Energy Inc. at prices ConocoPhillips deems acceptable, or at all; ConocoPhillips’ ability to complete ConocoPhillips’
other announced dispositions or acquisitions on the timeline currently anticipated, if at all; the possibility that regulatory
approvals for ConocoPhillips’ other announced dispositions or acquisitions will not be received on a timely basis, if at
all, or that such approvals may require modification to the terms of such announced dispositions, acquisitions or ConocoPhillips’
remaining business; business disruptions during or following ConocoPhillips’ other announced dispositions or acquisitions,
including the diversion of management time and attention; the ability to deploy net proceeds from such dispositions in the manner
and timeframe ConocoPhillips currently anticipates, if at all; potential liability for remedial actions under existing or future
environmental regulations and adverse results in litigation matters, including the
potential for litigation related to the proposed transaction; limited access to capital or significantly higher cost of capital
related to illiquidity or uncertainty in the domestic or international financial markets; general domestic and international economic
and political conditions; changes in fiscal regime or tax, environmental and other laws applicable to the combined company’s
business; disruptions resulting from extraordinary weather events, civil unrest, war, terrorism or a cyber attack; ConocoPhillips’
ability to successfully integrate Concho’s businesses and technologies; the risk that the expected benefits and synergies
of the proposed transaction may not be fully achieved in a timely manner, or at all; the risk that ConocoPhillips or Concho Resources
will be unable to retain and hire key personnel; the risk associated with ConocoPhillips’ and Concho’s ability to obtain
the approvals of their respective stockholders required to consummate the proposed transaction and the timing of the closing of
the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all
or the failure of the transaction to close for any other reason or to close on the anticipated terms, including the anticipated
tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction
is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating
to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction;
uncertainty as to the long-term value of ConocoPhillips’ common stock; and the diversion of management time on transaction-related
matters. These risks, as well as other risks related to the proposed transaction, will be included 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. 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 ConocoPhillips’ and Concho’s respective periodic reports and other filings with the SEC,
including the risk factors contained in ConocoPhillips’ and Concho’s most recent Quarterly Reports on Form 10-Q and
Annual Reports on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain
and are made only as of the date hereof. Except as required by law, neither ConocoPhillips nor Concho Resources undertakes or assumes
any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events
or circumstances or otherwise.
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 It – In connection with the proposed transaction, ConocoPhillips intends to
file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of ConocoPhillips and Concho
Resources and that also constitutes a prospectus of ConocoPhillips. Each of ConocoPhillips and Concho Resources may also file
other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy
statement/prospectus or registration statement or any other document that ConocoPhillips or Concho Resources may file with the
SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of ConocoPhillips
and Concho Resources. 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 THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
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 ConocoPhillips,
Concho Resources 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 ConocoPhillips will be available free of charge on ConocoPhillips’
website at http://www.ConocoPhillips.com or by contacting ConocoPhillips’ Investor Relations Department by email at investor.relations@ConocoPhillips.com
or by phone at 281-293-5000. Copies of the documents filed with the SEC by Concho Resources will be available free of charge on
Concho’s website at https://ir.concho.com/investors/.
Participants in the Solicitation – ConocoPhillips,
Concho Resources 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 ConocoPhillips, including
a description of their direct or indirect interests, by security holdings or otherwise, is set forth in ConocoPhillips’ proxy
statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2020, and ConocoPhillips’
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on February 18, 2020, as well
as in Forms 8-K filed by ConocoPhillips with the SEC on May 20, 2020 and September 8, 2020, respectively. Information about the
directors and executive officers of Concho Resources, including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in Concho’s proxy statement for its 2020 Annual Meeting of Stockholders, which was filed
with the SEC on March 16, 2020, and Concho’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which
was filed with the SEC on February 19, 2020. 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 ConocoPhillips or Concho Resources using the sources indicated above.
Concho Resources (NYSE:CXO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Concho Resources (NYSE:CXO)
Historical Stock Chart
From Jul 2023 to Jul 2024