Nexen Provides Update on CFIUS Review With Respect to Arrangement Agreement with CNOOC Limited

 Nexen Provides Update on CFIUS Review With Respect to Arrangement Agreement
                              with CNOOC Limited

  PR Newswire

  CALGARY, Alberta, November 28, 2012

CALGARY, Alberta, November 28, 2012 /PRNewswire/ --

By mutual agreement with the Committee on Foreign Investment in the United
States (CFIUS), CNOOC Limited and Nexen Inc. withdrew and resubmitted a Joint
Voluntary Notice with respect to the proposed acquisition of Nexen by CNOOC
Limited. Discussions with CFIUS continue, with a view to completing the CFIUS
review process as expeditiously as possible.

The closing of the arrangement remains subject to the receipt of applicable
government and regulatory approvals, by the relevant authorities in Canada,
the U.S., the EU and China, and the satisfaction or waiver of the other
customary closing conditions.

About Nexen

Nexen Inc. is a Canadian-based global energy company, listed on the Toronto
and New York stock exchanges under the symbol NXY. Nexen is focused on three
growth strategies: oil sands and shale gas in Western Canada and conventional
exploration and development primarily in the North Sea, offshore West Africa
and deepwater Gulf of Mexico. Nexen adds value for shareholders through
successful full-cycle oil and gas exploration and development, and leadership
in ethics, integrity, governance and environmental stewardship.

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws and which are
based on the expectations, estimates and projections of management of the
parties as of the date of this news release unless otherwise stated. The use
of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to identify
forward-looking statements or information. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning: the anticipated benefits of the transaction to the
parties, their respective security holders and certain of the countries in
which Nexen operates; the timing and anticipated receipt of required
regulatory and court approvals for the transaction; the ability of the parties
to satisfy the other conditions to, and to complete, the transaction; and the
anticipated timing of the closing of the transaction.

In respect of the forward-looking statements and information concerning the
anticipated benefits and completion of the proposed transaction and the
anticipated timing for completion of the transaction, Nexen has provided such
in reliance on certain assumptions that they believe are reasonable at this
time, including assumptions as to the ability of the parties to receive, in a
timely manner and on satisfactory terms, the necessary regulatory, court,
stock exchange and other third-party approvals, including but not limited to
the receipt of applicable foreign investment approval required in Canada and
elsewhere and the required approvals from the Government of the People's
Republic of China and in other foreign jurisdictions; the ability of the
parties to satisfy, in a timely manner, the other conditions to the closing of
the transaction; and other expectations and assumptions concerning the
transaction and the operations and capital expenditure plans of Nexen
following completion of the transaction. The anticipated dates provided may
change for a number of reasons, including the inability to secure necessary
regulatory, court or other third party approvals in the time assumed or the
need for additional time to satisfy the other conditions to the completion of
the transaction. Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press release.

Since forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Risks and uncertainties
inherent in the nature of the transaction include the failure of Nexen and
CNOOC Limited to obtain necessary regulatory, court and other third party
approvals, including those noted above, or to otherwise satisfy the conditions
to the completion of the transaction, in a timely manner, or at all. Failure
to so obtain such approvals, or the failure of the parties to otherwise
satisfy the conditions to or complete the transaction, may result in the
transaction not being completed on the proposed terms, or at all. In addition,
if the transaction is not completed, and Nexen continues as an independent
entity, there are risks that the announcement of the transaction and the
dedication of substantial resources of Nexen to the completion of the
transaction could have an impact on Nexen's current business relationships
(including with future and prospective employees, customers, distributors,
suppliers and partners) and could have a material adverse effect on the
current and future operations, financial condition and prospects of
Nexen.Furthermore, the failure of Nexen to comply with the terms of the
definitive agreement may result in Nexen being required to pay a fee to CNOOC
Limited, the result of which could have a material adverse effect on Nexen's
financial position and results of operations and its ability to fund growth
prospects and current operations.

Readers are cautioned that the foregoing list of factors is not exhaustive.
Additional information on other factors that could affect the operations or
financial results of the parties are included in reports on file with
applicable securities regulatory authorities.

The forward-looking statements and information contained in this press release
are made as of the date hereof and the parties undertake no obligation to
update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so
required by applicable securities laws.

For further information: For investor relations inquiries, please contact:
Janet Craig Vice President, Investor Relations +1-403-699-4230 For media and
general inquiries, please contact: Pierre Alvarez  Vice President, Corporate
Relations +1-403-699-5202 801 - 7 ^th Ave SWCalgary, Alberta, Canada T2P 3P7
http://www.nexeninc.com

                               (NXY. NXY.PR.U. NXY)
 
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