HOUSTON, May 13, 2013 /PRNewswire/ -- 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.
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 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.
www.pxp.com
SOURCE Plains Exploration & Production Company