Additional Proxy Soliciting Materials (definitive) (defa14a)
13 Mai 2013 - 1:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by
a Party other than the Registrant
¨
Check the
appropriate box:
|
|
|
|
|
¨
|
|
Preliminary Proxy Statement
|
|
|
|
|
¨
|
|
Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
|
|
|
|
|
¨
|
|
Definitive Proxy Statement
|
|
|
|
|
x
|
|
Definitive Additional Materials
|
|
|
|
|
¨
|
|
Soliciting Material Pursuant to §240.14a-12
|
PLAINS EXPLORATION & PRODUCTION COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
|
|
|
|
|
x
|
|
No fee required.
|
|
|
|
|
¨
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
¨
|
|
Fee paid previously with preliminary materials.
|
|
|
|
|
¨
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement Nos
|
|
|
|
(3)
|
|
Filing Parties:
|
|
|
|
(4)
|
|
Date Filed:
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2013
PLAINS EXPLORATION & PRODUCTION COMPANY
(Exact name of registrant as specified in charter)
|
|
|
|
|
|
|
Delaware
|
|
001-31470
|
|
33-0430755
|
|
(State of Incorporation)
|
|
(Commission
File No.)
|
|
(I.R.S. Employer
Identification No.)
|
700 Milam, Suite 3100
Houston, Texas77002
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (713) 579-6000
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
x
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
On May 13,
2013, James C. Flores, Chairman, President and Chief Executive Officer of Plains Exploration & Production Company (“PXP”), issued a letter to shareholders regarding the recent report of Institutional Shareholder Services Inc.and Glass
Lewis & Co. with respect to the proposed merger of PXP with and into IMONC LLC, a wholly owned subsidiary of Freeport-McMoRan Copper & Gold Inc. The letter is filed herewith as Exhibit 99.1and is incorporated by reference herein.
|
Item 9.01
|
Financial Statements and Exhibits
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
99.1
|
|
Letter to PXP Shareholders from James C. Flores, dated May 13, 2013
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Date: May 13, 2013
|
|
|
|
PLAINS EXPLORATION & PRODUCTION COMPANY
|
|
|
|
|
|
|
|
|
|
/s/ Nancy I. Williams
|
|
|
|
|
|
Nancy I. Williams
|
|
|
|
|
|
Vice President—Accounting, Controller and Chief Accounting Officer
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
99.1
|
|
Letter to PXP Shareholders from James C. Flores, dated May 13, 2013
|
Exhibit 99.1
|
|
|
|
|
|
|
|
Plains Exploration & Production Company
700 Milam, Suite 3100, Houston, TX 77002
www.pxp.com
|
|
|
NEWS RELEASE
FOR IMMEDIATE RELEASE
PXP Chairman’s Letter to Shareholders
Houston, Texas, May 13, 2013 – Plains Exploration & Production Company (NYSE:PXP)
Dear Shareholder,
I would like to take this opportunity to urge your support of the merger of
Plains Exploration & Production Company (PXP) with Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) and to share why I believe that it is in the best interest of the PXP shareholder.
There are several factors that positively favor the transaction. They include:
|
•
|
|
The strategic nature of the transaction, including the fact that the combination of the PXP, FCX and McMoRan Exploration Co. (MMR) businesses is
expected to (1) create the largest diversified U.S.-based natural resource company with an enterprise value in the top five among global mining peers, (2) increase geographic diversification of the combined company within the U.S. and (3) increase
commodity diversification for the combined company.
|
|
•
|
|
The scale of the combined company, which will enable it to compete more effectively than either PXP, FCX or MMR on a standalone basis, through
increased cash flow and lower cost of capital investment in future development projects, exploration and acquisitions.
|
|
•
|
|
The expected lower cost of borrowing, given the investment grade rating currently carried and expected to be maintained by FCX after completion of the
merger,which was utilized in funding the cash portion of the merger consideration and will be advantageous in future projects.
|
|
•
|
|
The financial and operational strength of the combined businesses, which will allow for accelerated value creation across the entire asset portfolio.
The attractive, top-tier and complementary growth profiles of both the oil and gas and mining operations combined with strong margins and cash flows will drive near- and long-term stock appreciation.
|
|
•
|
|
The analyses provided by Institutional Shareholder Services and Glass Lewis represent superficial views based on hearsay. I urge investors not to rely
on such reports, but on the opinion of third-party investment banks resulting from months of analysis by independent financial, engineering and geoscience experts. We continue to believe that the analysis and opinion of Barclays Capital, utilizing
its own resources and those of third party professionals and set forth in-depth in the Company’s proxy materials dated April 18, 2013 available on the Company’s website, continues to be the proper conclusion regarding the transaction. A
detailed review of the third party expert opinions and other proxy materials, rather than cursory reports, properly presents the correct professional analysis of the value of the transaction to PXP’s shareholders and the conclusion that
shareholders should rely on to support this transaction.
|
Page 2
The PXP board of directors, management and I remain committed to our shareholders and continue to use our best efforts to deliver exemplary value to our shareholders. Please do not lose sight of what we
believe will drive premium future share price growth, and that is the power of the combined organization. With the value creation drivers described above, I strongly affirm and support our proposed transaction with FCX and ask that you also vote in
favor of the merger.
James C. Flores
Chairman, President and Chief Executive Officer
Plains Exploration & Production Company
IMPORTANT ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT:
In connection with the proposed business combination transaction between PXP and FCX, FCX has filed with the SEC a registration statement on Form S-4 that contains a definitive proxy statement of PXP that
also constitutes a prospectus of FCX. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT PXP, FCX, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by PXP and FCX through
the web site maintained by the SEC at
www.sec.gov
. In addition, investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the
investor relations department of PXP or FCX at the following:
Plains Exploration & Production Company
700 Milam, Suite 3100
Houston, TX 77002
Attention: Investor Relations
Phone: (713) 579-6000
Email:
investor@pxp.com
Freeport-McMoRan Copper & Gold Inc.
333 N. Central Ave.
Phoenix, AZ 85004
Attention: Investor Relations
Phone: (602) 366-8400
Email:
ir@fmi.com
PARTICIPANTS IN
THE SOLICITATION
PXP and FCX, and their respective directors and executive officers, may be deemed to be participants in the solicitation
of proxies inrespect of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of PXP is contained in the proxy statement/prospectus dated April 18, 2013, which is filed with the SEC.
Information regarding FCX’s directors and executive officers is contained in FCX’s definitive proxy statement dated April 27, 2012, which is filed with the SEC.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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.
Contact: Hance Myers, hmyers@pxp.com or 713.579.6291.
# # #
Plains Exploration (NYSE:PXP)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Plains Exploration (NYSE:PXP)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
