HOUSTON and DENVER, Sept. 29,
2021 /PRNewswire/ -- Cabot Oil & Gas Corporation
("Cabot") (NYSE: COG) and Cimarex Energy Co. ("Cimarex")
(NYSE: XEC) today announced that both companies' shareholders voted
to approve the pending transaction.
At the special meeting of Cabot shareholders held earlier today,
more than 99% of voted shares (approximately 89% of outstanding
shares) were in favor of the merger. At the Cimarex special meeting
of shareholders, more than 90% of voted shares (approximately 79%
of outstanding shares) were in favor of the merger.
Dan O. Dinges, Chairman,
President and CEO of Cabot, said, "We are pleased that Cabot
shareholders recognize the considerable opportunities ahead for our
combined business. We are excited to build on this momentum and our
strong foundations as we progress towards closing the transaction
and creating a premier, diversified energy company."
"We thank Cimarex shareholders for their support of our value
creating transaction," said Thomas E.
Jorden, Chairman, President and CEO of Cimarex. "Our
combined business will have top-tier assets that will generate
substantial cash flow to drive peer-leading returns through
commodity price cycles. We look forward to completing this
transaction and delivering these compelling benefits to our
shareholders."
Cabot and Cimarex both anticipate filing the final certified
vote results for their respective special meetings on a Form 8-K
with the U.S. Securities and Exchange Commission. The transaction
is anticipated to close on October 1,
2021. Following the closing of the transaction, the combined
business intends to change its name and ticker symbol.
As previously announced, Cimarex and Cabot entered into a
definitive agreement on May 23, 2021,
whereby the companies will combine in an all-stock transaction.
Under the terms of the definitive agreement, each eligible share of
Cimarex common stock issued and outstanding immediately prior to
the effective time of the transaction will be exchanged for 4.0146
shares of Cabot common stock.
Advisors
J.P. Morgan Securities LLC is serving as financial advisor to
Cabot and Baker Botts L.L.P. is serving as its legal counsel.
Tudor, Pickering, Holt & Co. and Evercore are serving as
financial advisors to Cimarex and Wachtell, Lipton, Rosen &
Katz is serving as its legal counsel.
Cabot Oil & Gas
Cabot Oil & Gas Corporation, headquartered in Houston, Texas is a leading independent
natural gas producer, with its entire resource base located in the
continental United States. For additional information, visit
the Company's homepage at www.cabotog.com.
Cimarex Energy
Cimarex Energy Co. is an independent oil and gas exploration and
production company with principal operations in the Permian Basin
and Mid-Continent areas of the U.S. For more information about
Cimarex, visit www.cimarex.com.
Cautionary Statement Regarding Forward-Looking
Information
This press release 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; statements about the expected
timing of completion of the transaction and the changing of the
name and ticker symbol of the combined business; and other
statements that are not historical facts. 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 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
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; 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. These risks, as well as other risks related
to the proposed transaction, are described in the registration
statement on Form S-4 and preliminary joint proxy
statement/prospectus that was filed with the SEC and the definitive
joint proxy statement/prospectus in connection with the proposed
transaction. While the list of factors presented here is 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, current reports on Form 8-K and other filings
with the SEC, which are available on Cabot's website at
www.cabotog.com/investorrelations and on the SECs website at
http://www.sec.gov; and (2) Cimarex's annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
other filings with the SEC, which are available on its website at
www.cimarex.com/investor-relations and on the SECs website at
http://www.sec.gov.
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.
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SOURCE Cimarex Energy Co.; Cabot Oil & Gas Corporation
