- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 16 2010 - 5:03PM
Edgar (US Regulatory)
Filed by Apache Corporation
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Mariner Energy, Inc.
Commission File No. 1-32747
April 16, 2010
Dear Mariner Employees,
I would like to take a moment to express how excited all of us at Apache Corporation are to be
merging with Mariner Energy. Like Mariner, Apache started out as a very small company. In fact, in
Apaches case, we did so with $250,000 of seed money. Although today we are larger than Mariner, we
still retain that small company can-do attitude.
I believe the combination of Mariners and Apaches people, technology and assets will be a great
fit. The people you meet at Apache are dedicated and focused on results. Our company is a place
where the best ideas win and where we are judged on our performance. Our compensation and benefits
are competitive with others in the energy industry or any other sector. We offer comprehensive
health and welfare benefits, and our compensation program which includes annual cash bonuses and
stock-based incentives to all employees is designed to help you achieve your financial goals. We
are committed to the idea that people who have a stake in the company will focus their efforts on
its success.
You have been part of an accomplished team, and we look forward to melding your unique skills and
talents with those of Apache.
Over the next several weeks, we will be telling you more about Apache and what it will mean to you
and your family to be part of our team. We want to make sure we answer all of your questions. I
look forward to visiting your campus soon and meeting as many of you as I can. We will provide
every opportunity for you to continue your career at Apache.
While there are a number of bridges to cross before this combination is final, we look forward to
you joining Apache.
Sincerely,
G. Steven Farris
Chairman and Chief Executive Officer
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. Apache will file with the Securities and
Exchange Commission (SEC) a registration statement on Form S-4 that will include a proxy
statement of Mariner that also constitutes a prospectus of Apache. A definitive proxy
statement/prospectus will be mailed to stockholders of Mariner. Apache and Mariner also plan to
file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF MARINER ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such documents are not currently
available. Investors and security holders will be able to obtain the documents (when available)
free of charge at the SECs web site, www.sec.gov. Copies of the documents filed with the SEC by
Apache will be available free of charge on Apaches website at www.apachecorp.com under the tab
Investors or by contacting Apaches Investor Relations Department at 713-296-6000. Copies of the
documents filed with the SEC by Mariner will be available free of charge on Mariners website at
www.mariner-energy.com under the tab Investor Information or by contacting Mariners Investor
Relations Department at 713-954-5558. You may also read and copy any reports, statements and other
information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SECs website for
further information on its public reference room.
Apache, Mariner, their respective directors and executive officers and other persons may be
deemed, under SEC rules, to be participants in the solicitation of proxies from stockholders of
Mariner in connection with the proposed transaction. Information regarding Apaches directors and
officers can be found in its proxy statement filed with the SEC on March 31, 2010 and information
regarding Mariners directors and officers can be found in its proxy statement filed with the SEC
on April 1, 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, will be contained in the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
Forward-Looking Statements
Statements in this document include forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The opinions, forecasts, projections, future plans or other statements other
than statements of historical fact, are forward-looking statements. We can give no assurance that
such expectations will prove to have been correct. Actual results could differ materially as a
result of a variety of risks and uncertainties, including: the timing to consummate the proposed
agreement; the risk that a condition to closing of the proposed agreement may not be satisfied; the
risk that a regulatory approval that may be required for the proposed agreement is not obtained or
is obtained subject to conditions that are not anticipated; negative effects from the pendency of
the merger; our ability to achieve the synergies and value creation contemplated by the proposed
agreement; our ability to promptly and effectively integrate the merged businesses; and the
diversion of management time on agreement-related issues. Other factors that could materially
affect actual results are discussed in Apaches and Mariners most recent Forms 10-K as well as
each companys other filings with the SEC available at the SECs website at www.sec.gov. Actual
results may differ materially from those expected, estimated or projected. Forward-looking
statements speak only as of the date they are made, and we undertake no obligation to publicly
update or revise any of them in light of new information, future events or otherwise.
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