Stockholders of Diamondback Energy, Inc. and Shareholders of Energen Corporation Approve Merger
27 November 2018 - 8:09PM
Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) and Energen
Corporation (NYSE: EGN) (“Energen”) today announced that all
proposals necessary for the parties’ pending merger (the
“Merger”) were approved by the stockholders of Diamondback
and the shareholders of Energen at each company’s respective
special meeting held today.
As previously announced, on August 14, 2018,
Diamondback and Energen entered into a definitive merger agreement
providing for Diamondback’s acquisition of Energen in an all-stock
transaction. Under the terms of the definitive merger agreement,
each eligible share of Energen’s common stock issued and
outstanding immediately prior to the effective time of the Merger
will be converted into the right to receive 0.6442 of a share
Diamondback’s common stock, with cash in lieu of any fractional
shares. Diamondback and Energen expect to close the Merger on
November 29, 2018, subject to satisfaction of the remaining
customary closing conditions.
About Diamondback Energy,
Inc.
Diamondback is an independent oil and natural
gas company headquartered in Midland, Texas focused on the
acquisition, development, exploration and exploitation of
unconventional, onshore oil and natural gas reserves in the Permian
Basin in West Texas. For more information, please visit
www.diamondbackenergy.com.
About Energen Corporation
Energen Corporation is an oil-focused
exploration and production company with operations in the Permian
Basin in west Texas and New Mexico. For more information, go to
www.energen.com.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements, other than historical facts,
that address activities that Diamondback or Energen assumes, plans,
expects, believes, intends or anticipates (and other similar
expressions) will, should or may occur in the future are
forward-looking statements. The forward-looking statements are
based on management’s current beliefs, based on currently available
information, as to the outcome and timing of future events. These
forward-looking statements involve certain risks and uncertainties
that could cause the results to differ materially from those
expected by the management of Diamondback or Energen. These include
the expected timing and likelihood of completion of the proposed
transaction, including 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 risk that the parties may not be able to satisfy the
conditions to the proposed transaction in a timely manner or at
all, risks related to disruption of management time from ongoing
business operations due to the proposed transaction, the risk that
any announcements relating to the proposed transaction could have
adverse effects on the market price of Diamondback’s common stock
or Energen’s common stock, the risk of any unexpected costs or
expenses resulting from the proposed transaction, the risk of any
litigation relating to the proposed transaction, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Diamondback and Energen 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
proposed 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 other anticipated benefits of the
proposed transaction or it may take longer than expected to achieve
those synergies or benefits 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 Diamondback’s
or Energen’s control, including those detailed in Diamondback’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.diamondbackenergy.com
and on the SEC’s website at http://www.sec.gov, and those detailed
in Energen’s annual reports on Form 10-K,quarterly reports on
Form 10-Q and current reports on Form 8-K that
are available on Energen’s website at http://www.energen.com and on
the SEC’s website at http://www.sec.gov.
All forward-looking statements are based on
assumptions that Diamondback or Energen 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 Diamondback and Energen 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.
Diamondback Investor Contact:Adam Lawlis+1
432.221.7467alawlis@diamondbackenergy.com
Energen Investor Contact:Julie Ryland+1
205.326.8421Julie.Ryland@Energen.com
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