HOUSTON, May 9, 2013 /PRNewswire/ -- Plains Exploration
& Production Company (NYSE: PXP) announced that it received a
favorable ruling today in the Court of Chancery of the State of Delaware regarding shareholder
lawsuits attempting to enjoin the merger with Freeport-McMoRan
Copper & Gold Inc. The consolidated action is entitled
In re Plains Exploration & Production Company Stockholder
Litigation, No. 8090-VCN. A hearing was held on
May 1, 2013 concerning the
plaintiffs' request for preliminary injunctive relief. The
Court ruled today that the plaintiffs "have not established a
reasonable probability of success on the merits" of their claim
that the PXP Board of Directors breached its fiduciary duties in
connection with the proposed merger, and denied their motion for a
preliminary injunction. The stockholder vote concerning the
proposed merger remains scheduled for May
20, 2013. A copy of the opinion can be found at
http://courts.delaware.gov/opinions/download.aspx?id=189160.
The PXP Board of Directors and Management continue to believe
that the transaction is in the best interests of PXP's
stockholders. The PXP Board of Directors recommends that PXP
stockholders vote in favor of the transaction at the upcoming
Special Meeting of PXP stockholders to be held on May 20, 2013.
PXP is an independent oil and gas company primarily engaged in
the activities of acquiring, developing, exploring and producing
oil and gas in California,
Texas, Louisiana, and the Gulf of Mexico. PXP is headquartered in
Houston, Texas.
ADDITIONAL INFORMATION & FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking
information regarding PXP that is intended to be covered by the
safe harbor for "forward-looking statements" provided by the
Private Securities Litigation Reform Act of 1995. All statements
included in this press release that address activities, events or
developments that PXP expects, believes or anticipates will or may
occur in the future are forward-looking statements.
These include statements regarding:
* completion of the proposed merger,
* reserve and production estimates,
* oil and gas prices,
* the impact of derivative positions,
* production expense estimates,
* cash flow estimates,
* future financial performance,
* capital and credit market conditions,
* planned capital expenditures, and
* other matters that are discussed in PXP's filings with the
SEC.
These statements are based on our current expectations and
projections about future events and involve known and unknown
risks, uncertainties, and other factors that may cause our actual
results and performance to be materially different from any future
results or performance expressed or implied by these
forward-looking statements. Please refer to our filings with the
SEC, including our Form 10-K and Forms 10-Q, for a discussion of
these risks.
All forward-looking statements in this press release are made as
of the date hereof, and you should not place undue reliance on
these statements without also considering the risks and
uncertainties associated with these statements and our business
that are discussed in this press release and our other filings with
the SEC. Moreover, although we believe the expectations reflected
in the forward-looking statements are based upon reasonable
assumptions, we can give no assurance that we will attain these
expectations or that any deviations will not be material. Except as
required by law, we do not intend to update these forward-looking
statements and information.
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 in respect 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.
SOURCE Plains Exploration & Production Company