Freeport-McMoRan Copper & Gold Inc. Comments on Plains Exploration &
Production Company Transaction – Agreed Terms Are “Best and Final”
PHOENIX -- May 09, 2013
Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) today reiterated its support
for its proposed transaction with Plains Exploration & Production Co.
(NYSE:PXP) and its commitment to completing the transaction on the terms
agreed with the PXP Board of Directors. FCX and a Special Committee of its
Board of Directors formed to consider the transaction also announced that the
agreed terms are “best and final” and that Freeport did not intend to increase
the consideration offered to PXP shareholders.
Pursuant to the merger agreement, FCX is offering PXP stockholders per-share
consideration consisting of 0.6531 shares of FCX common stock and $25.00 in
cash. The merger agreement and the merger are described in the definitive
proxy statement, which was mailed to stockholders of PXP beginning on or about
April 18, 2013 in connection with PXP’s special meeting scheduled for May 20,
James R. Moffett, Chairman of the Board and Richard C. Adkerson, President and
Chief Executive Officer said, "The combined company would be a leading global
resources company with long-lived and geographically diverse minerals and oil
and gas reserves, strong margins and cash flows, an attractive growth pipeline
and a strong balance sheet. We look forward to adding the PXP organization and
shareholders to the combined company and to pursuing the opportunities that
the combined businesses will provide for shareholders."
FCX is a leading international mining company with headquarters in Phoenix,
Arizona. FCX operates large, long-lived, geographically diverse assets with
significant proven and probable reserves of copper, gold and molybdenum. FCX
has a dynamic portfolio of operating, expansion and growth projects in the
copper industry and is the world’s largest producer of molybdenum.
The company’s portfolio of assets includes the Grasberg minerals district, one
of the world’s largest copper and gold mines in terms of recoverable reserves;
significant mining operations in the Americas, including the large scale
Morenci and Safford minerals districts in North America and the Cerro Verde
and El Abra operations in South America; and the Tenke Fungurume minerals
district in the Democratic Republic of Congo. Additional information about FCX
is available on FCX's website at www.fcx.com.
Cautionary Statement Regarding Forward Looking Statements: This press release
contains forward-looking statements concerning the proposed transaction, the
expected timetable for completing the proposed transaction, and other matters.
Forward-looking statements are all statements other than statements of
historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,”
“estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to
be,” and any similar expressions or other words of similar meaning are
intended to identify those assertions as forward-looking statements. It is
uncertain whether the events anticipated will transpire, or if they do occur
what impact they will have on the results of operations and financial
condition of FCX, PXP or of the combined company. These forward-looking
statements involve significant risks and uncertainties that could cause actual
results to differ materially from those anticipated, including but not limited
to the ability of the parties to satisfy the conditions precedent and
consummate the proposed transaction, the timing of consummation of the
proposed transaction, the ability of the parties to secure regulatory
approvals in a timely manner or on the terms desired or anticipated, the
ability of FCX to integrate the acquired operations, the ability to implement
the anticipated business plans following closing and achieve anticipated
benefits and savings, and the ability to realize opportunities for growth.
Other important economic, political, regulatory, legal, technological,
competitive and other uncertainties are identified in the documents filed with
the Securities and Exchange Commission (the “SEC”) by FCX and PXP from time to
time, including their respective Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking
statements including in this press release are made only as of the date
hereof. Neither FCX nor PXP undertakes any obligation to update the
forward-looking statements included in this press release to reflect
subsequent events or circumstances.
Additional Information about the Proposed Transaction and Where to Find It: In
connection with the proposed transaction, FCX has filed with the SEC a
registration statement on Form S-4 that includes a definitive proxy statement
of PXP that also constitutes a prospectus of FCX. FCX and PXP also plan to
file other relevant documents with the SEC regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You
may obtain a free copy of the definitive proxy statement/prospectus and other
relevant documents filed by FCX and PXP with the SEC at the SEC’s website at
www.sec.gov. In addition, you 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 FCX or PXP at the
Freeport-McMoRan Copper & Gold Plains Exploration & Production
333 N. Central Ave. 700 Milam, Suite 3100
Phoenix, AZ 85004 Houston, TX 77002
Attention: Investor Relations Attention: Investor Relations
Phone: (602) 366-8400 Phone: (713) 579-6000
Email: firstname.lastname@example.org Email: email@example.com
FCX and PXP and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
about FCX’s directors and executive officers is available in FCX’s 2012 Annual
Report on Form 10-K, filed with the SEC on February 22, 2013, as amended on
April 23, 2013. Information about PXP’s directors and executive officers is
available in PXP’s 2012 Annual Report on Form 10-K filed with the SEC on
February 21, 2013, as amended on February 25, 2013 and April 29, 2013. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, is contained in the proxy statement/prospectus and other relevant
materials which may be filed with the SEC regarding the merger. Investors
should read the proxy statement/prospectus carefully before making any voting
or investment decisions. You may obtain free copies of these documents from
FCX or PXP using the sources indicated above.
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.
Freeport-McMoRan Copper & Gold Inc.
Kathleen L. Quirk, 602-366-8016
David P. Joint, 504-582-4203
Eric E. Kinneberg, 602-366-7994
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