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Freeport-McMoRan Copper & Gold Inc. and Plains Exploration & Production Company Announce Final Allocation of Merger Consideration

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Freeport-McMoRan Copper & Gold Inc. and Plains Exploration & Production Company Announce Final Allocation of Merger Consideration

 

 

 

 

 

Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) and Plains Exploration & Production Company (NYSE: PXP) today announced the final allocation of the merger consideration to be paid in connection with FCX’s pending acquisition of PXP, which was approved by PXP stockholders on May 20, 2013 and is currently expected to be completed on May 31, 2013.  This allocation has been determined based on an FCX stock price of $32.17 per share, which is the average of the closing prices of FCX common stock for the ten trading days immediately preceding the date which is five trading days immediately prior to the completion of the merger.

 

 

Under the terms of the merger agreement between FCX and PXP, PXP stockholders were entitled to elect to receive, for each share of PXP common stock held, either cash or shares of FCX common stock with a value equal to the sum of 0.6531 shares of FCX common stock and $25.00, subject to proration in the event cash is oversubscribed or undersubscribed.  As previously announced, as of the election deadline, approximately 29.1 percent of the outstanding shares of PXP common stock and equity awards entitled to receive the merger consideration elected to receive cash, approximately 45.5 percent elected to receive FCX common stock, and the remaining approximately 25.4 percent did not make a valid election or did not deliver a valid election form prior to the election deadline.

 

 

Based on an expected closing date of May 31, 2013 and pursuant to the proration formula set forth in the merger agreement:

 

  • PXP stockholders electing to receive FCX common stock will receive shares of FCX common stock at an exchange ratio of approximately 1.4302 shares of FCX common stock for each share of PXP common stock.
  • PXP stockholders electing to receive cash will receive $46.01 in cash for each share of PXP common stock.
  • PXP stockholders who did not make a valid election or did not deliver a valid election form prior to the election deadline will receive approximately 99.5 percent of their merger consideration in cash equal to $46.01 for each share of PXP common stock and the remainder of their merger consideration in shares of FCX common stock at an exchange ratio of approximately 1.4302 shares of FCX common stock for each share of PXP common stock.

 

 

 

No fractional shares of FCX common stock will be issued, and PXP stockholders will receive cash in lieu of fractional shares.

 

 

PXP’s registered stockholders will receive information from Computershare Trust Company, N.A., the exchange agent for the merger, regarding the exchange of their shares of PXP stock and equity awards.  PXP’s stockholders holding their interests through a broker or bank should receive information regarding the exchange of their securities from the broker or bank.

 

 

Upon closing of the merger, FCX will be a premier U.S.-based natural resource company with an industry leading global portfolio of mineral assets, significant oil and gas resources and a growing production profile.  FCX is the world’s largest publicly traded copper producer.

 

Posted May 23, 2013

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