Filed by: Cabot Oil & Gas Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Cimarex Energy Co.
Commission File Number: 001-31446
Cabot-Cimarex Transaction Employee FAQ
| 1. | What was announced? |
| · | Cabot and Cimarex have entered into a definitive agreement to combine in an all-stock merger of equals. |
| · | The combination will bring together two industry-leading operators with top-tier oil and natural gas assets to create a diversified energy leader that is positioned to drive enhanced free cash flow generation and returns for investors through market cycles. |
| · | We are excited about the compelling benefits for our investors, employees and other stakeholders. |
| · | Both companies believe that commodity, geography and asset diversification are strategic advantages that will drive more resilient cash flow and long-term value creation. |
| 2. | What is a merger of equals? |
| · | A merger of equals is a combination of two companies similar in size. |
| · | This transaction structure enables the two companies to combine in such a way that they can capitalize on the strengths and best practices of both. |
| 3. | Who is Cimarex? |
| · | Cimarex is an oil and gas exploration and production company with operations in the Permian Basin and Mid-Continent areas. |
| · | Cimarex has experienced management and operating teams. |
| · | The combination of its oil portfolio with our natural gas assets in the Marcellus Shale will create a diversified energy leader that is positioned to drive enhanced free cash flow generation and returns for investors through market cycles. |
| · | Importantly, Cabot and Cimarex have similar safety-first cultures and a shared commitment to local communities, environmental responsibility and employee safety. |
| 4. | Why Cimarex? What are the benefits of the combination? How does Cimarex fit into Cabot’s strategy? |
| · | This transaction will accelerate our strategy and create an industry leading operator with the size, scale and financial positioning to thrive in today’s market and beyond, across the commodity price cycles. Together, we will have scale and strong positions in the premier oil and natural gas basins in the United States. |
| · | With the addition of Cimarex’s oil assets to our natural gas assets, we will be more resilient and better positioned to continue delivering strong results and returning capital to shareholders through market cycles. |
| · | We intend to execute a prudent strategy built on disciplined capital investment, strong cash flow generation and increasing returns to shareholders. |
| · | With our strong financial foundation, the combined business is expected to have one of the strongest balance sheets in our industry. |
| · | In short, we are confident that this is the right transaction to maximize long-term value for the shareholders of both companies. |
| 5. | What does this mean for employees? How will my job be impacted with this merger? |
| · | Until the transaction closes, it is business as usual. |
| · | There will be no immediate changes as a result of this announcement. |
| · | We are establishing a team that will include leaders from both companies to develop a detailed and thoughtful integration plan to bring our companies together and make the post-closing transition as seamless as possible. We will keep you informed as we move forward. |
| 6. | How long will the integration planning process take? What can we expect between now and the close of the merger? |
| · | The transaction is expected to close in in the fourth quarter of 2021. |
| · | Until the closing, it remains business as usual for all of us at Cabot, and we will continue to operate as independent companies. We will keep you informed as we move forward. |
| · | In the meantime, the best thing we can all do is stay focused on working safely and conducting our day-to-day responsibilities. |
| 7. | Where will the combined company be headquartered? Where will it operate? |
| · | The combined business will be headquartered in Houston and we will maintain our Pennsylvania regional and field offices in both Pittsburgh and Montrose, and GDS office. |
| 8. | Who will lead the Company? |
| · | Upon closing of the transaction, Dan Dinges will serve as Executive Chair of the Board of Directors of the combined business and Tom Jorden, will serve as CEO. |
| · | The Board of Directors of the company will include five current Cabot directors including Mr. Dinges and five Cimarex directors including Mr. Jorden. |
| 9. | How does this impact pay and benefits? |
| · | There will be no immediate changes as a result of this announcement. |
| · | We will continue to keep you informed as we move forward. |
| 10. | What are your plans for integrating the two businesses? |
| · | We are establishing a team that will include leaders from both companies to develop a detailed and thoughtful integration plan to bring our companies together and make the post-closing transition as seamless as possible. |
| · | We will communicate more details on this process as we have information to share. |
| 11. | What if I am approached by the media? |
| · | Please forward any inquiries you receive to Matt Kerin at Matt Kerin at Matt.Kerin@cabotog.com. |
Cautionary Statement Regarding Forward-Looking Information
This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “outlook,” “will,” “should,” “may” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Cabot’s and Cimarex’s current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Cabot and Cimarex, including future financial and operating results; Cabot’s and Cimarex’s plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the transaction; the expected timing and amount of any future dividends; and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources, estimates of future production, assumptions regarding future oil and natural gas pricing, planned drilling activity, future results of operations, projected cash flow and liquidity, the achievement of synergies, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Cabot and Cimarex stockholder approvals; the risk that Cabot or Cimarex may be unable to obtain governmental and regulatory approvals required for the merger; the risk that an event, change or other circumstances could give rise to the termination of the proposed merger; the risk that a condition to closing of the merger may not be satisfied on a timely basis or at all; the length of time necessary to close the proposed transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Cabot’s common stock or Cimarex’s common stock; the risk of litigation related to the proposed transaction; the effect of future regulatory or legislative actions on the companies or the industry in which they operate, including the risk of new restrictions with respect to well spacing, hydraulic fracturing, natural gas flaring or other oil and natural gas development activities; the risk that the credit ratings of the combined business may be different from what the companies expect; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; the volatility in commodity prices for crude oil and natural gas; the continuing effects of the COVID-19 pandemic and the impact thereof on Cabot’s and Cimarex’s businesses, financial condition and results of operations; actions by, or disputes among or between, the Organization of Petroleum Exporting Countries and other producer countries; the presence or recoverability of estimated reserves; the ability to replace reserves; environmental risks; drilling and operating risks; exploration and development risks; competition; the ability of management to execute its plans to meet its goals; and other risks inherent in Cabot’s and Cimarex’s businesses. In addition, the declaration and payment of any future dividends, whether regular base quarterly dividends, variable dividends or special dividends following completion of the proposed transaction, will depend on the combined business’ financial results, cash requirements, future prospects and other factors deemed relevant by the board of directors of Cabot (as then constituted). These risks, as well as other risks related to the proposed transaction, will be described in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to: (1) Cabot’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are available on Cabot’s website at www.cabotog.com/investor-relations and on the SEC’s website at http://www.sec.gov; and (2) Cimarex’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are available on its website at www.cimarex.com/investor-relations and on the SEC’s website at http://www.sec.gov.
Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Cabot nor Cimarex undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell 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 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.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Cabot intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Cabot and Cimarex and that also constitutes a prospectus of Cabot. Each of Cabot and Cimarex may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Cabot or Cimarex may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Cabot and Cimarex. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Cabot, Cimarex and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cabot may be obtained free of charge on Cabot’s website at www.cabotog.com/investor-relations or by contacting Matt Kerin by email at matt.kerin@cabotog.com or by phone at 281-589-4642. Copies of the documents filed with the SEC by Cimarex may be obtained free of charge on Cimarex’s website at www.cimarex.com/investor-relations.
Participants in the Solicitation
Cabot, Cimarex and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Cabot, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cabot’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 12, 2021, and Cabot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26, 2021. Information about the directors and executive officers of Cimarex, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Cimarex’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2021, and Cimarex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 23, 2021. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Cabot or Cimarex using the sources indicated above.