Clayton Williams Energy, Inc. Announces Record Date & Meeting Date for Special Meeting for Proposed Merger with Noble Energy,...
March 13 2017 - 6:58PM
Business Wire
Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams
Energy”) today announced that it has established a record date of
March 23, 2017, and a meeting date of April 24, 2017, for a special
meeting of its stockholders. At the special meeting, which will be
held at 10:00 a.m. Central time at ClayDesta Conference Center, 6
Desta Drive, Suite 6550, Midland, Texas 79705, Clayton Williams
Energy stockholders will vote on the previously announced proposed
merger (the “Merger”) of Clayton Williams Energy and Noble Energy,
Inc. (NYSE: NBL) (“Noble Energy”) pursuant to the Agreement and
Plan of Merger, dated as of January 13, 2017, by and among Clayton
Williams Energy, Noble Energy, Wild West Merger Sub, Inc. and NBL
Permian LLC, and certain related matters.
Clayton Williams Energy stockholders of record at the close of
business on March 23, 2017 will be entitled to receive notice of
the special meeting and to vote at the special meeting. Subject to
satisfaction of the remaining closing conditions, including receipt
of Clayton Williams Energy stockholder approval, the parties
currently expect to complete the Merger shortly following
conclusion of the special meeting.
About Clayton Williams Energy
Clayton Williams Energy is an independent energy company located
in Midland, Texas. To learn more, please visit our website at
www.claytonwilliams.com.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains certain “forward-looking statements”
within the meaning of federal securities law. Words such as
“anticipates,” “believes,” “expects,” “intends,” “will,” “should,”
“may,” “estimates,” and similar expressions may be used to identify
forward-looking statements. Forward-looking statements are not
statements of historical fact and reflect Clayton Williams Energy's
current views about future events. They may include, but are not
limited to, the expected timing of completion of the Merger and
other statements that are not historical facts. No assurances can
be given that the forward-looking statements contained in this news
release 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 approval of the Clayton Williams Energy stockholders,
the risk that a condition to closing of the proposed Merger may not
be satisfied, the timing to consummate the proposed Merger, 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, 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 presence or recoverability of estimated reserves,
the ability to replace reserves, environmental risks, drilling and
operating risks, exploration and development risks, competition,
government regulation or other actions, the ability of management
to execute its plans to meet its goals and other risks inherent in
Noble Energy’s and Clayton Williams Energy's businesses that are
discussed in Noble Energy’s and Clayton Williams Energy's most
recent annual reports on Form 10-K and in other reports on file
with the Securities and Exchange Commission (“SEC”). Noble Energy's
reports are also available from Noble Energy’s offices or website,
http://www.nobleenergyinc.com, and Clayton Williams Energy's
reports are also available from Clayton Williams Energy's offices
or website, http://www.claytonwilliams.com. Forward-looking
statements are based on the estimates and opinions of management at
the time the statements are made. Clayton Williams Energy does not
assume any obligation to update forward-looking statements should
circumstances, management’s estimates, or opinions change.
Additional Information And Where To Find It
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. In connection with the proposed merger
between Noble Energy and Clayton Williams Energy, Noble Energy has
filed with the SEC a Registration Statement on Form S-4 including a
preliminary proxy statement of Clayton Williams Energy that also
constitutes a prospectus of Noble Energy. Clayton Williams Energy
will mail the proxy statement/prospectus to its stockholders. This
document is not a substitute for any prospectus, proxy statement or
any other document which Noble Energy or Clayton Williams Energy
may file with the SEC in connection with the proposed Merger. Noble
Energy and Clayton Williams Energy urge Clayton Williams Energy
investors and stockholders to read the proxy statement/prospectus
regarding the proposed Merger when it becomes available, as well as
other documents filed with the SEC, because they will contain
important information. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the
SEC's website (www.sec.gov). You may also obtain these documents,
free of charge, from Noble Energy’s website
(www.nobleenergyinc.com) under the tab “Investors” and then under
the heading “SEC Filings” and from Clayton Williams Energy's
website (www.claytonwilliams.com) under the tab "Investors" and
then under the heading "SEC Filings."
Participants In The Merger Solicitation
Noble Energy, Clayton Williams Energy, and their respective
directors, executive officers and certain other members of
management and employees may be soliciting proxies from Clayton
Williams Energy stockholders in favor of the Merger and related
matters. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of Clayton
Williams Energy stockholders in connection with the proposed Merger
are set forth in the preliminary proxy statement/prospectus filed
with the SEC and will be set forth in the definitive proxy
statement/prospectus when it is filed with the SEC. You can find
information about Noble Energy's executive officers and directors
in its definitive proxy statement filed with the SEC on March 11,
2016. You can find information about Clayton Williams Energy's
executive officers and directors in its definitive proxy statement
filed with the SEC on April 28, 2016. Additional information about
Noble Energy's executive officers and directors and Clayton
Williams Energy's executive officers and directors can be found in
the above-referenced preliminary proxy statement/prospectus and in
the definitive proxy statement/prospectus when it becomes
available. You can obtain free copies of these documents from Noble
Energy and Clayton Williams Energy using the contact information
above.
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version on businesswire.com: http://www.businesswire.com/news/home/20170313006442/en/
Clayton Williams Energy, Inc.Patti Hollums,
432-688-3419Director of Investor
Relationscwei@claytonwilliams.comwww.claytonwilliams.comorJaime
R. Casas, 432-688-3224Chief Financial Officer
Williams (CLAYTON) Energy, Inc. (NYSE:CWEI)
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