Filed by: Cabot Oil &
Gas Corporation
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant
to Rule 14d-2(b) and Rule 14a-12
under the Securities Exchange
Act of 1934
Subject Company: Cimarex
Energy Co.
Commission File Number: 001-31446
All,
By now, you have heard the news that Cabot and Cimarex will be joining
together to create a stronger and more resilient energy company. I will have the honor of serving as CEO of the combined business and
working closely with Dan Dinges, who will serve as Executive Chairman of the Board of Directors, Scott Schroeder who will serve as CFO
and other executives from Cabot and Cimarex who will serve as senior leaders of the combined business. On behalf of everyone at Cimarex,
I am writing to share our excitement about uniting two great companies in a merger of equals.
At Cimarex, we pride ourselves on working safely, operating efficiently
and leading the evolution of our industry. My experience throughout this process has confirmed my longstanding respect for Cabot. Our
companies have similar strategies based on disciplined capital investment, strong cash flow generation and increasing returns to shareholders.
Most importantly, our organizations are cultural fits with a shared focus on hard work, operational excellence and prioritizing the safety
of our employees and communities.
Our vision for the future is to combine two winning cultures to form
a technically driven, dynamic and diversified energy company that is uniquely positioned to succeed and create shareholder value for the
long-term. With more scale, more resource diversity and more flexibility and optionality, we will be an even more resilient platform with
greater financial strength to deliver sustainable, through-cycle returns on and of capital.
Like Cimarex, I know Cabot also takes great pride in the high environmental
standards you set, and meet, every day. As a combined business, we intend to build on our shared commitments to environmental stewardship,
sustainability, safety and strong corporate governance to become an even better corporate citizen. We will continue to prioritize employee
training and career development, while supporting the communities in which we live and work.
Today is just the beginning and I’m excited to get to work with
Dan and the Cabot team to achieve a smooth integration of our companies. I will hold a virtual meeting with all Cabot employees tomorrow
at 10:00 AM CT and look forward to discussing our future together. Keep an eye out for a separate invite for that meeting.
Cabot’s employees are what make it a great company and you will
be a key element of our success together. I look forward to meeting you and getting to know you. You will find that my style is to manage
by eye contact. I will work hard to earn your trust and build a new company that combines the best elements of Cabot and Cimarex. Together,
we are poised to create a dynamic and diversified energy leader.
Sincerely,
Tom Jorden
Chairman, President and Chief Executive Officer, Cimarex
Cautionary Statement Regarding Forward-Looking Information
This communication 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; Cabot’s
and Cimarex’s plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the transaction;
the expected timing and amount of any future dividends; and other statements that are not historical facts, including estimates of oil
and natural gas reserves and resources, estimates of future production, assumptions regarding future oil and natural gas pricing, planned
drilling activity, future results of operations, projected cash flow and liquidity, the achievement of synergies, business strategy and
other plans and objectives for future operations. 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 ability to obtain the requisite Cabot and Cimarex
stockholder approvals; the risk that Cabot or Cimarex may be unable to obtain governmental and regulatory approvals required for the merger;
the risk that an event, change or other circumstances could give rise to the termination of the proposed merger; the risk that a condition
to closing of the merger may not be satisfied on a timely basis or at all; the length of time necessary to close the proposed transaction,
which may be longer than anticipated for various reasons; 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
risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Cabot’s common
stock or Cimarex’s common stock; the risk of litigation related to the proposed transaction; 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; the risk that the credit ratings
of the combined business may be different from what the companies expect; 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. In addition, the declaration
and payment of any future dividends, whether regular base quarterly dividends, variable dividends or special dividends following completion
of the proposed transaction, will depend on the combined business’ financial results, cash requirements, future prospects and other
factors deemed relevant by the board of directors of Cabot (as then constituted). These risks, as well as other risks related to the proposed
transaction, will be described in the registration statement on Form S-4 and joint proxy statement/prospectus 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 are, 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 and current reports on Form 8-K, which are available on Cabot’s website at
www.cabotog.com/investor-relations and on the SEC’s website at http://www.sec.gov; and (2) Cimarex’s annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are available on its website at www.cimarex.com/investor-relations
and on the SEC’s 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.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Cabot intends to file
with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement
of Cabot and Cimarex and that also constitutes a prospectus of Cabot. Each of Cabot and Cimarex may also file other relevant documents
with the SEC regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus or registration
statement or any other document that Cabot or Cimarex may file with the SEC. The definitive joint proxy statement/prospectus (if and when
available) will be mailed to stockholders of Cabot and Cimarex. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration
statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Cabot,
Cimarex and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Cabot may be obtained free of charge on Cabot’s website at www.cabotog.com/investor-relations
or by contacting Matt Kerin by email at matt.kerin@cabotog.com or by phone at 281-589-4642. Copies of the documents filed with the SEC
by Cimarex may be obtained free of charge on Cimarex’s website at www.cimarex.com/investor-relations.
Participants in the Solicitation
Cabot, Cimarex and certain of their respective directors and 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 Cabot, including a description of their direct or indirect interests, by security holdings or otherwise,
is set forth in Cabot’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 12, 2021,
and Cabot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26,
2021. Information about the directors and executive officers of Cimarex, including a description of their direct or indirect interests,
by security holdings or otherwise, is set forth in Cimarex’s proxy statement for its 2021 Annual Meeting of Stockholders, which
was filed with the SEC on March 26, 2021, and Cimarex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on February 23, 2021. Other information regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should
read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may
obtain free copies of these documents from Cabot or Cimarex using the sources indicated above.
Cimarex Energy (NYSE:XEC)
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Cimarex Energy (NYSE:XEC)
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