Filed by PDC Energy, Inc.
pursuant to Rule 425
of the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12 under the
Securities Exchange Act
of 1934
Subject Company: PDC Energy, Inc.
(Commission File No.: 001-
37419)
On July 6, 2023, PDC Energy, Inc.
(“PDC”) sent the following communication relating to its pending merger transaction with Chevron Corporation (“Chevron”)
to PDC’s employees.
TO: |
PDC All |
FROM: |
InsidePDC@ |
DATE: |
July 6, 2023 |
RE: |
Integration Planning Update |
Dear Colleagues,
I would like to share that as of the end of
day Wednesday, July 5, the waiting period expired under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, thereby clearing
an important closing condition in the anticipated acquisition of PDC by Chevron. We anticipate legal closing within the first half of
August, shortly after the PDC special stockholder meeting for PDC stockholders to approve the merger with Chevron, currently scheduled
for August 4.
Chevron and PDC will remain separate entities
until closing, and we expect to conduct business as usual. Legal close means Chevron will own and assume liability for all PDC assets,
and PDC employees will become Chevron employees. After legal close, we will move into an interim period where, for the most part, Chevron
and PDC assets will be managed separately, and day-to-day operations will not change except for a small number of processes and procedures.
The integration team is working to define the timeline of this period and will communicate that information as it comes available.
Organizational design and the PDC employee
selection process also will take place during this period. I recognize and understand this is an important topic for everyone, and I know
you still have questions. At this time, I can say the selection process has not yet been determined, but we will communicate it as
soon as it is.
I appreciate your continued support and feedback
as our integration planning continues. Please continue to send your feedback and questions to FAQ@pdce.com. During this period of integration
and transition, please remember that nothing is more important than safely executing our work and taking care of yourself and each other.
I recognize there is increased potential for distractions right now, and I ask you to please stay especially vigilant during this time.
Don’t hesitate to stop or pause work if you do not feel the job can be completed safely and effectively.
Sincerely,
Ryan Kowalski, PDC IMO Lead
PDC Integration Team
Important Information for Investors and
Stockholders
This communication does not constitute an
offer to sell or the solicitation of an offer to buy 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 offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Chevron has filed a registration
statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary prospectus of Chevron
that also constitutes a preliminary proxy statement of PDC. After the registration statement is declared effective, PDC will mail a definitive
proxy statement/prospectus to stockholders of PDC. This communication is not a substitute for the proxy statement/prospectus or registration
statement or for any other document that Chevron or PDC may file with the SEC and send to PDC’s stockholders in connection with
the potential transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND PDC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, AND WILL CONTAIN, IMPORTANT
INFORMATION. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents filed with the
SEC by Chevron or PDC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Chevron
are available free of charge on Chevron’s website at http://www.chevron.com/investors and copies of the documents filed with the
SEC by PDC are available free of charge on PDC’s website at http://www.pdce.com/investors-overview.
Chevron and PDC and certain of their respective
directors, certain of their respective executive officers and other members of management and employees may be considered participants
in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information regarding the persons
who may, under the rules of the SEC, be considered to be participants in the solicitation of PDC’s stockholders in connection
with the potential transaction is set forth in the preliminary proxy statement/prospectus, which can be obtained free of charge from the
sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect
of the potential transaction may be included in other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Information
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include
statements regarding the potential transaction between Chevron and PDC, including any statements regarding the expected timetable for
completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction,
projected financial information, future opportunities, and any other statements regarding Chevron’s and PDC’s future expectations,
beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements
are often, but not always, made through the use of words or phrases such as “anticipates,” “expects,” “intends,”
“plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “may,” “could,”
“should,” “will,” “budgets,” “outlook,” “trends,” “guidance,”
“focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,”
“strategies,” “opportunities,” “poised,” “potential” and similar expressions. All such
forward-looking statements are based on current expectations of Chevron’s and PDC’s management and therefore involve estimates
and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the
results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking
statements include the ability to obtain the requisite PDC stockholder approval; uncertainties as to the timing to consummate the potential
transaction; the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are
not obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Chevron’s
or PDC’s respective businesses; the effect of the potential transaction on the parties’ stock prices; the effects of industry,
market, economic, political or regulatory conditions outside of the parties’ control; transaction costs; Chevron’s ability
to achieve the benefits from the proposed transaction, Chevron’s ability to promptly, efficiently and effectively integrate acquired
operations into its own operations; unknown liabilities; and the diversion of management time on transaction-related issues. Other important
factors that could cause actual results to differ materially from those in the forward-looking statements include those described in the
“Risk Factors” section of PDC’s most recent Annual Report on Form 10-K, as it may be updated from time to time
by quarterly reports on Form 10-Q and current reports on Form 8-K all of which are available on PDC’s website at http://investor.pdce.com/sec-filings,
in the “Risk Factors” section of Chevron’s most recent Annual Report on Form 10-K, as it may be updated from time
to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available on Chevron’s website
at https://chevroncorp.gcs-web.com/financial-information/sec-filings, and in the “Risk Factors” section of the proxy statement/prospectus.
All of the foregoing documents are available on the SEC’s website at http://www.sec.gov. Those disclosures are incorporated by reference
in this communication. Other unpredictable or unknown factors not discussed or incorporated by reference in this communication could also
have material adverse effects on forward-looking statements. Neither PDC nor Chevron assumes any obligation to update any forward-looking
statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, as they
speak only as of the date hereof.
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