Freeport-McMoRan Copper & Gold Inc. FCX and Plains Exploration &
Production Company PXP today announced the preliminary results of the
elections made by PXP stockholders regarding the form of merger consideration
to be received in connection with FCX's pending acquisition of PXP, which is
currently expected to be completed on May 20, 2013.
As previously announced, on December 5, 2012, FCX and PXP announced that they
had entered into a definitive merger agreement pursuant to which FCX will
acquire PXP. Pursuant to the merger agreement, PXP stockholders were entitled
to elect to receive, for each share of PXP common stock held, either cash or
shares of FCX common stock with a value equal to the sum of 0.6531 shares of
FCX common stock and $25.00, subject to proration in the event cash is
oversubscribed or undersubscribed.
As of May 15, 2013, approximately 132,285,291 shares of PXP common stock,
including restricted shares and shares subject to certain restricted stock
units (“RSUs”) which are entitled to make a merger consideration election
under the terms of the merger agreement, were outstanding (the “outstanding
PXP shares”). Based on available information as of the election deadline of
5:00 p.m., New York time, on May 15, 2013, the preliminary election results
were as follows:
holders of approximately 38,503,126 PXP shares (including holders of
• restricted shares and certain RSUs), or approximately 29.1% of the
outstanding PXP shares, elected to receive cash;
holders of approximately 60,231,439 PXP shares (including holders of
• restricted shares and certain RSUs), or approximately 45.5% of the
outstanding PXP shares, elected to receive FCX common stock; and
holders of approximately 33,550,726 PXP shares (including holders of
• restricted shares and certain RSUs), or approximately 25.4% of the
outstanding PXP shares, did not make a valid election or did not deliver
a valid election form prior to the election deadline.
PXP stockholders electing to receive FCX common stock may be prorated and
consequently are expected to receive approximately 98.7% of their merger
consideration in FCX common stock and the remainder in cash. PXP stockholders
electing cash and stockholders who did not make a valid election or did not
deliver a valid election form prior to the election deadline are expected to
receive all of their consideration in cash. No fractional shares of FCX common
stock will be issued, and PXP stockholders will receive cash in lieu of
fractional shares. These amounts and allocations are estimates based on
preliminary information and assumptions regarding transaction timing, and may
change.
If the necessary PXP stockholder approval is obtained and the other conditions
to closing are satisfied, the final allocation of the merger consideration
will be computed using the formula set forth in the merger agreement and
announced in a press release.
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