Denbury Inc. (NYSE: DEN) (“Denbury”) today announced the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
with respect to the previously-announced agreement for ExxonMobil
to acquire all outstanding shares of Denbury at an exchange ratio
of 0.84 shares of ExxonMobil for each Denbury share.
The expiration of the HSR Act waiting period occurred at 11:59
p.m. EDT on September 11, 2023, which was a condition to the
closing of the pending transaction. Completion of the transaction
is subject to the satisfaction of the remaining customary closing
conditions, including approval by Denbury stockholders. The
transaction is expected to close in the fourth quarter of 2023.
About Denbury
Denbury is an independent energy company with operations and
assets focused on Carbon Capture, Utilization, and Storage (“CCUS”)
and Enhanced Oil Recovery (“EOR”) in the Gulf Coast and Rocky
Mountain regions. For over two decades, the Company has maintained
a unique strategic focus on utilizing CO2 in its EOR operations and
since 2012 has also been active in CCUS through the injection of
captured industrial-sourced CO2. The Company currently injects over
four million tons of captured industrial-sourced CO2 annually, with
an objective to fully offset its Scope 1, 2, and 3 CO2 emissions by
2030, primarily through increasing the amount of captured
industrial-sourced CO2 used in its operations. For more information
about Denbury, visit www.denbury.com.
Important Information about the Transaction and Where to Find
It
In connection with the proposed transaction between Exxon Mobil
Corporation (“ExxonMobil”) and Denbury Inc. (“Denbury”), ExxonMobil
filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (the “Registration Statement”)
to register the shares of ExxonMobil’s common stock to be issued in
connection with the proposed transaction. The Registration
Statement includes a proxy statement of Denbury that also
constitutes a prospectus of ExxonMobil. A definitive proxy
statement/prospectus will be mailed to stockholders of Denbury.
This communication is not a substitute for the registration
statement, proxy statement or prospectus or any other document that
ExxonMobil or Denbury (as applicable) may file with the SEC in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF
EXXONMOBIL AND DENBURY ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders may obtain free
copies of the registration statement and the proxy
statement/prospectus (when they become available), as well as other
filings containing important information about ExxonMobil or
Denbury, without charge at the SEC’s Internet website
(http://www.sec.gov). Copies of the documents filed with the SEC by
ExxonMobil will be available free of charge on ExxonMobil’s
internet website at www.exxonmobil.com under the tab “investors”
and then under the tab “SEC Filings” or by contacting ExxonMobil’s
Investor Relations Department at investor.relations@exxonmobil.com.
Copies of the documents filed with the SEC by Denbury will be
available free of charge on Denbury’s internet website at
investors.denbury.com/investors/financial-information/sec-filings
or by directing a request to Denbury, Inc., ATTN: Investor
Relations, 5851 Legacy Circle, Suite 1200, Plano, TX 75024, Tel No.
(972) 673-2000, E-mail: IR@denbury.com. The information included
on, or accessible through, ExxonMobil’s or Denbury’s website is not
incorporated by reference into this communication.
Participants in the Solicitation
ExxonMobil, Denbury, their respective directors and certain of
their respective 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 Denbury is set forth in its proxy statement for its
2023 annual meeting of stockholders, which was filed with the SEC
on April 18, 2023, and in its Form 10-K for the year ended December
31, 2022, which was filed with the SEC on February 23, 2023.
Information about the directors and executive officers of
ExxonMobil is set forth in its proxy statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on April 13,
2023, and in its Form 10-K for the year ended December 31, 2022,
which was filed with the SEC on February 22, 2023. Additional
information regarding the participants in the proxy solicitations
and a description of their direct or indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials filed with the
SEC when they become available.
No Offer or Solicitation
This communication is for informational purposes and is not
intended to, and shall not, constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any offer, solicitation or
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.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address future business and
financial events, conditions, expectations, plans or ambitions, and
often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “see,” “will,” “would,” “target,”
similar expressions, and variations or negatives of these words,
but not all forward-looking statements include such words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. All such forward-looking statements are based
upon current plans, estimates, expectations and ambitions that are
subject to risks, uncertainties and assumptions, many of which are
beyond the control of ExxonMobil and Denbury, that could cause
actual results to differ materially from those expressed in such
forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: the completion
of the proposed transaction on anticipated terms and timing, or at
all, including obtaining regulatory approvals that may be required
on anticipated terms and Denbury stockholder approval; anticipated
tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion
and growth of the combined company’s operations and other
conditions to the completion of the merger, including the
possibility that any of the anticipated benefits of the proposed
transaction will not be realized or will not be realized within the
expected time period; the ability of ExxonMobil and Denbury to
integrate the business successfully and to achieve anticipated
synergies and value creation; potential litigation relating to the
proposed transaction that could be instituted against ExxonMobil,
Denbury or their respective directors; the risk that disruptions
from the proposed transaction will harm ExxonMobil’s or Denbury’s
business, including current plans and operations and that
management’s time and attention will be diverted on
transaction-related issues; potential adverse reactions or changes
to business relationships resulting from the announcement or
completion of the merger; rating agency actions and ExxonMobil and
Denbury’s ability to access short- and long-term debt markets on a
timely and affordable basis; legislative, regulatory and economic
developments, including regulatory implementation of the Inflation
Reduction Act, timely and attractive permitting for carbon capture
and storage by applicable federal and state regulators, and other
regulatory actions targeting public companies in the oil and gas
industry and changes in local, national, or international laws,
regulations, and policies affecting ExxonMobil and Denbury
including with respect to the environment; potential business
uncertainty, including the outcome of commercial negotiations and
changes to existing business relationships during the pendency of
the merger that could affect ExxonMobil’s and/or Denbury’s
financial performance and operating results; certain restrictions
during the pendency of the merger that may impact Denbury’s ability
to pursue certain business opportunities or strategic transactions
or otherwise operate its business; acts of terrorism or outbreak of
war, hostilities, civil unrest, attacks against ExxonMobil or
Denbury, and other political or security disturbances; dilution
caused by ExxonMobil’s issuance of additional shares of its common
stock in connection with the proposed transaction; the possibility
that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
changes in policy and consumer support for emission-reduction
products and technology; the impacts of pandemics or other public
health crises, including the effects of government responses on
people and economies; global or regional changes in the supply and
demand for oil, natural gas, petrochemicals, and feedstocks and
other market or economic conditions that impact demand, prices and
differentials, including reservoir performance; changes in
technical or operating conditions, including unforeseen technical
difficulties; those risks described in Item 1A of ExxonMobil’s
Annual Report on Form 10-K, filed with the SEC on February 22,
2023, and subsequent reports on Forms 10-Q and 8-K, as well as
under the heading “Factors Affecting Future Results” on the
Investors page of ExxonMobil’s website at www.exxonmobil.com
(information included on or accessible through ExxonMobil’s website
is not incorporated by reference into this communication); those
risks described in Item 1A of Denbury’s Annual Report on Form 10-K,
filed with the SEC on February 23, 2023, and subsequent reports on
Forms 10-Q and 8-K; and those risks that will be described in the
registration statement on Form S-4 and accompanying prospectus
available from the sources indicated above. References to resources
or other quantities of oil or natural gas may include amounts that
ExxonMobil or Denbury believe will ultimately be produced, but that
are not yet classified as “proved reserves” under SEC
definitions.
These risks, as well as other risks associated with the proposed
transaction, will be more fully discussed in the proxy
statement/prospectus that will be included in the registration
statement on Form S-4 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 will be, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as
they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our
actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by
the forward-looking statements contained in this communication.
Neither ExxonMobil nor Denbury assumes any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws. Neither future
distribution of this communication nor the continued availability
of this communication in archive form on ExxonMobil’s or Denbury’s
website should be deemed to constitute an update or re-affirmation
of these statements as of any future date.
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version on businesswire.com: https://www.businesswire.com/news/home/20230912009444/en/
IR@denbury.com
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