Freeport-McMoRan Copper & Gold Inc. and McMoRan Exploration Co. Announce Special Meeting Date
May 03 2013 - 11:42AM
Business Wire
Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) and McMoRan
Exploration Co. (NYSE: MMR) today announced that MMR will hold a
special meeting of its stockholders on June 3, 2013, to vote on the
proposed acquisition of MMR by FCX. Stockholders who held shares of
MMR common stock at the close of business on April 4, 2013, the
record date of the special meeting, will be entitled to vote on the
proposed merger. The transaction is expected to close on June 3,
2013, subject to satisfaction or waiver of all closing conditions,
including MMR shareholder approval at the special meeting.
On December 5, 2012, FCX and MMR announced a definitive merger
agreement pursuant to which FCX will acquire MMR. Pursuant to the
merger agreement, MMR stockholders are entitled to receive
per-share consideration consisting of $14.75 in cash and 1.15 units
of a royalty trust (Gulf Coast Ultra Deep Royalty Trust), which
will hold a 5 percent overriding royalty interest in future
production from twenty specified ultra-deep exploration prospects.
The terms of the merger agreement are described in the definitive
proxy statement, which will be mailed to stockholders of MMR
beginning on May 3, 2013 in connection with the special
meeting.
ABOUT FREEPORT-McMoRan COPPER & GOLD INC.
FCX is a leading international mining company with headquarters
in Phoenix, Arizona. FCX operates large, long-lived, geographically
diverse assets with significant proven and probable reserves of
copper, gold and molybdenum. FCX has a dynamic portfolio of
operating, expansion and growth projects in the copper industry and
is the world’s largest producer of molybdenum.
The company’s portfolio of assets includes the Grasberg minerals
district, one of the world’s largest copper and gold mines in terms
of recoverable reserves; significant mining operations in the
Americas, including the large scale Morenci and Safford minerals
districts in North America and the Cerro Verde and El Abra
operations in South America; and the Tenke Fungurume minerals
district in the Democratic Republic of Congo. Additional
information about FCX is available on FCX's website at
www.fcx.com.
ABOUT McMoRan EXPLORATION CO.
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 Gulf of Mexico Shelf and onshore
in the Gulf Coast area. Additional information about MMR is
available on its internet website www.mcmoran.com.
Cautionary Statement Regarding Forward Looking
Statements: This press release contains forward-looking
statements concerning the proposed transaction, the expected
timetable for completing the proposed transaction, and other
matters. Forward-looking statements are all statements other than
statements of historical facts. The words “anticipates,” “may,”
“can,” “plans,” “believes,” “estimates,” “expects,” “projects,”
“intends,” “likely,” “will,” “should,” “to be,” and any similar
expressions or other words of similar meaning are intended to
identify those assertions as forward-looking statements. It is
uncertain whether the events anticipated will transpire, or if they
do occur what impact they will have on the results of operations
and financial condition of FCX, MMR or of the combined company.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including but not limited to the ability of
the parties to satisfy the conditions precedent and consummate the
proposed transaction, the timing of consummation of the proposed
transaction, the ability of the parties to secure regulatory
approvals in a timely manner or on the terms desired or
anticipated, the ability of FCX to integrate the acquired
operations, the ability to implement the anticipated business plans
following closing and achieve anticipated benefits and savings, and
the ability to realize opportunities for growth. Other important
economic, political, regulatory, legal, technological, competitive
and other uncertainties are identified in the documents filed with
the Securities and Exchange Commission (the “SEC”) by FCX and MMR
from time to time, including their respective Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K. The forward-looking statements including in this press
release are made only as of the date hereof. Neither FCX nor MMR
undertakes any obligation to update the forward-looking statements
included in this press release to reflect subsequent events or
circumstances.
Additional Information about the Proposed Transaction and
Where to Find It: In connection with the proposed transaction,
FCX and the royalty trust formed in connection with the transaction
have filed with the SEC a registration statement on Form S-4 that
includes a proxy statement of McMoRan that also constitutes a
prospectus of FCX and the royalty trust. FCX, the royalty trust and
McMoRan also plan to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain
a free copy of the definitive proxy statement/prospectus and other
relevant documents filed by FCX, the royalty trust and McMoRan with
the SEC at the SEC’s website at www.sec.gov. You may also obtain
these documents by contacting FCX’s Investor Relations department
at (602) 366-8400, or via e-mail at ir@fmi.com; or by contacting
McMoRan’s Investor Relations department at (504) 582-4000, or via
email at ir@fmi.com.
FCX and McMoRan and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about FCX’s directors and
executive officers is available in FCX’s 2012 Annual Report on Form
10-K, filed with the SEC on February 22, 2013, as amended on April
23, 2013. Information about McMoRan’s directors and executive
officers is available in McMoRan’s 2012 Annual Report on Form 10-K,
filed with the SEC on February 22, 2013, as amended on April 26,
2013. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive proxy statement/prospectus and other relevant materials
which may be filed with the SEC regarding the merger. Investors
should read the definitive proxy statement/prospectus carefully
before making any voting or investment decisions. You may obtain
free copies of these documents from FCX or McMoRan using the
sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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.
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