AUSTIN, Texas, Dec. 3, 2020 /PRNewswire/ -- Parsley Energy,
Inc. (NYSE: PE) ("Parsley," "Parsley Energy," or the "Company")
today announced that the special meeting of stockholders of Parsley
Energy, Inc. (the "Parsley special meeting") to approve the pending
combination with Pioneer Natural Resources Company (NYSE: PXD)
("Pioneer") is scheduled to take place on January 12, 2021 at 9:00
am Central Time. The record date for Parsley stockholders
entitled to vote at the Parsley special meeting is the close of
business on December 7, 2020.
Parsley Energy expects to file its definitive proxy statement
with the U.S. Securities and Exchange Commission and begin mailing
the definitive proxy statement to the Company's stockholders in
early December 2020. The definitive
proxy statement will be available on the "Investors" section of the
company's website, as well as www.sec.gov.
As announced on October 20, 2020,
Parsley Energy entered into a definitive agreement under which
Pioneer will acquire all of the outstanding shares of Parsley in an
all-stock transaction valued at approximately $4.5 billion as of October
19, 2020. Under the terms of the agreement, Parsley
stockholders will receive a fixed exchange ratio of 0.1252 shares
of Pioneer common stock for each share of Parsley common stock
owned. The Parsley board unanimously recommends that Parsley
stockholders vote "FOR" the Parsley merger proposal.
Parsley stockholders who need assistance in completing the proxy
card, require additional copies of the proxy materials, or have
questions regarding the special meeting may contact Parsley's proxy
solicitor, MacKenzie Partners, Inc., by phone at (212) 929-5500 or
(800) 322-2885, or by email at
proxy@mackenziepartners.com.
About Parsley Energy, Inc.
Parsley Energy, Inc. is an independent oil and natural gas
company focused on the acquisition, development, exploration, and
production of unconventional oil and natural gas properties in the
Permian Basin. For more information, visit the Company's website at
www.parsleyenergy.com.
No Offer or Solicitation
This communication relates to a proposed business combination
transaction (the "Transaction") between Parsley and Pioneer. This
communication is for informational purposes only and 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, in any
jurisdiction, pursuant to the Transaction or otherwise, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this document in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act.
Important Additional Information
The communication may be deemed to be solicitation material in
respect of the proposed Transaction. The Transaction will be
submitted to Parsley's stockholders and Pioneer's stockholders for
their consideration. In connection with the Transaction, Pioneer
filed a registration statement on Form S-4 with the U.S. Securities
and Exchange Commission ("SEC") containing a preliminary joint
proxy statement of Parsley and Pioneer and a preliminary prospectus
of Pioneer. The information in the registration statement on Form
S-4 is not complete and may be changed. Parsley and Pioneer
may also file other documents with the SEC regarding the
Transaction. After the registration statement on Form S-4 is
declared effective, the definitive joint proxy statement/prospectus
will be sent to the stockholders of Pioneer and Parsley. This
document is not a substitute for the registration statement and
joint proxy statement/prospectus or any other documents that
Pioneer or Parsley may file with the SEC or send to stockholders of
Pioneer or Parsley in connection with the Transaction. INVESTORS
AND SECURITY HOLDERS OF PARSLEY AND PIONEER ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION AND ALL 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
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the registration statement and the joint proxy
statement/prospectus (when available) and all other documents filed
or that will be filed with the SEC by Pioneer or Parsley through
the website maintained by the SEC at http://www.sec.gov. Copies of
documents filed with the SEC by Parsley will be made available free
of charge on Parsley's website at http://www. Parsleyenergy.com,
under the heading "SEC Filings," or by directing a request to
Investor Relations, Parsley Energy, Inc., 303 Colorado Street,
Austin, TX 78701, Tel.
No. (512) 505-5199. Copies of documents filed with the SEC by
Pioneer will be made available free of charge on Pioneer's website
at http://www.investors.pxd.com, or by directing a request to
Investor Relations, Pioneer, 777 Hidden Ridge, Irving, Texas 75038, Tel. No. (972)
444-9001.
Participants in the Solicitation
Pioneer, Parsley and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect to the Transaction.
Information regarding Parsley's directors and executive officers
is contained in the proxy statement for Parsley's 2020 Annual
Meeting of Stockholders filed with the SEC on May 21, 2020, and certain of its Current Reports
on Form 8-K. You can obtain free copies of these documents at the
SEC's website at http://www.sec.gov or by accessing Parsley's
website at http://www.parsleyenergy.com. Information regarding
Pioneer's executive officers and directors is contained in the
proxy statement for the Pioneer's 2020 Annual Meeting of
Stockholders filed with the SEC on May 21,
2020, and certain of its Current Reports on Form 8-K. You
can obtain free copies of these documents at the SEC's website at
www.sec.gov or by accessing the Pioneer's website at
http://www.investors.pxd.com.
Investors may obtain additional information regarding the
interests of those persons and other persons who may be deemed
participants in the Transaction by reading the joint proxy
statement/prospectus regarding the Transaction when it becomes
available. You may obtain free copies of this document as described
above.
Forward-Looking Statements and Cautionary Statements
The foregoing contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act 1934, as amended. All statements, other than
statements of historical fact, included in this communication that
address activities, events or developments that Pioneer or Parsley
expects, believes or anticipates will or may occur in the future
are forward-looking statements. Words such as "estimate,"
"project," "predict," "believe," "expect," "anticipate,"
"potential," "create," "intend," "could," "may," "foresee," "plan,"
"will," "guidance," "look," "outlook," "goal," "future," "assume,"
"forecast," "build," "focus," "work," "continue" or the negative of
such terms or other variations thereof and words and terms of
similar substance used in connection with any discussion of future
plans, actions, or events identify forward-looking statements.
However, the absence of these words does not mean that the
statements are not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding
the Transaction, pro forma descriptions of the combined company and
its operations, integration and transition plans, synergies,
opportunities and anticipated future performance. There are a
number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements included
in this communication. These include the expected timing and
likelihood of completion of the Transaction, including the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals of the Transaction that could reduce
anticipated benefits or cause the parties to abandon the
Transaction, the ability to successfully integrate the businesses,
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, the
possibility that stockholders of Pioneer may not approve the
issuance of new shares of common stock in the Transaction or that
stockholders of Parsley may not approve the merger agreement, the
risk that the parties may not be able to satisfy the conditions to
the Transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due
to the Transaction, the risk that any announcements relating to the
Transaction could have adverse effects on the market price of
Pioneer's common stock or Parsley's common stock, the risk that the
Transaction and its announcement could have an adverse effect on
the ability of Pioneer and Parsley to retain customers and retain
and hire key personnel and maintain relationships with their
suppliers and customers and on their operating results and
businesses generally, the risk the pending Transaction could
distract management of both entities and they will incur
substantial costs, the risk that problems may arise in successfully
integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently
as expected, the risk that the combined company may be unable to
achieve synergies or it may take longer than expected to achieve
those synergies, the impact of reduced demand for Pioneer's or
Parsley's products and products made from them due to governmental
and societal actions taken in response to the COVID-19 pandemic;
the uncertainties, costs and risks involved in Pioneer's and
Parsley's operations, including as a result of employee misconduct;
natural disasters, pandemics, epidemics (including COVID-19 and any
escalation or worsening thereof) or other public health conditions
and other important factors that could cause actual results to
differ materially from those projected.
All such factors are difficult to predict and are beyond
Pioneer's or Parsley's control, including those detailed in
Pioneer's annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K that are available on its
website at http://www.investors.pxd.com and on the SEC's website at
http://www.sec.gov, and those detailed in Parsley's annual reports
on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K that are available on Parsley's website
http://www.parsleyenergy.com and on the SEC's website at
http://www.sec.gov. All forward-looking statements are based on
assumptions that Pioneer or Parsley believe to be reasonable but
that may not prove to be accurate. Any forward-looking statement
speaks only as of the date on which such statement is made, and
Pioneer and Parsley undertake no obligation to correct or update
any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law. 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 Parsley Energy, Inc.
