Filed by Newfield Exploration Company
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Newfield Exploration Company
Commission File Number: 1-12534
NEWFIELD EXPLORATION COMPANY TO ACQUIRE EEX CORPORATION*
Newfield will hold a conference call for investors at 8:30 a.m. CDT/9:30 a.m.
EDT, on Thursday, May 30, 2002. The call can be heard on the Newfield web site
at www.newfld.com or you can participate by following the instructions
listed at the end of this release. There is a presentation available on
Newfield's web site regarding this transaction that will also be referenced in
the above conference call.
Houston - May 29, 2002 -- Newfield Exploration Company (NYSE:NFX) today
announced that it has signed an agreement to acquire EEX Corporation (NYSE: EEX)
in a transaction valued at $640 million, including the assumption of debt, net
of cash, and other existing obligations. The boards of both Newfield and EEX
have approved the merger agreement and the board of EEX has recommended that
their shareholders approve the transaction.
Newfield plans to issue approximately 7.1 million shares in the
transaction, or approximately 12.4% of Newfield's outstanding common stock (on a
fully diluted basis) following the close of the transaction. Newfield also will
assume about $360 million in EEX debt and existing obligations. Post-closing,
Newfield will have approximately 56 million shares outstanding and a total
enterprise value of approximately $2.8 billion (based on Newfield's May 29
closing price). Newfield expects the transaction to be immediately accretive to
cash flow and earnings.
Under the merger agreement, EEX's common shareholders will receive
..05703 of one share of Newfield common stock for each share of EEX common stock,
or an aggregate of approximately 2.4 million shares of Newfield common stock.
The holders of EEX's preferred stock will receive a total of 4.7 million shares
of Newfield common stock in the merger.
EEX's common shareholders will have the option to elect to receive
units in a new trust in lieu of Newfield stock. Approximately 42.5 million trust
units will be available. For each unit that an EEX shareholder elects to
receive, the number of shares of Newfield common stock that the shareholder
would otherwise receive will be reduced by .00054 of one Newfield share. The
trust will own overriding royalty interests in future production from intervals
generally below 20,000' from certain Gulf of Mexico lease blocks in which EEX
owns or may acquire an interest. There is no production currently associated
with the royalty interests.
The merger is subject to the approval of EEX's common shareholders,
certain regulatory approvals and other conditions. All of EEX's preferred
shareholders have signed an irrevocable proxy to vote their shares for the
merger. The transaction is expected to close in the third quarter of 2002.
Newfield President and CEO, David A. Trice, said, "The assets and
operations of Newfield and EEX are very complementary. EEX's onshore properties
are located primarily in
our core South Texas focus area. Our combined operations will make us one of the
largest independent producers in this prolific natural gas basin. EEX's reserves
have been added almost exclusively through the drill bit by a group of talented
employees in EEX's San Antonio office. We will be extremely pleased to have them
join Newfield.
"EEX's offshore oil and gas properties will establish Newfield in the
deepwater. Over the past year, we have recruited and developed a deepwater team
at Newfield and this acquisition now provides a significant property base. A
majority of the deepwater blocks are in partnership with Shell, a leader in
deepwater development and technology. EEX also has developed an intriguing deep
play on the Gulf of Mexico Shelf and has recently entered into a joint venture
with BP Exploration, which will lead the effort to develop this concept.
Strategically and economically this is a great acquisition for Newfield."
Newfield's executive staff will continue in their current roles
following the close of this transaction. Newfield expects to decrease EEX's
current G&A expense by about 50%.
The following table details the complementary nature of the assets and
the significance of this acquisition to Newfield.
NFX/EEX
NEWFIELD 12/31/01 EEX 12/31/01 PRO FORMA
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PROVED RESERVES (BCFE) 943 417** 1.3 Tcfe
% Natural gas 80% 94% 82%
% Proved Developed 92% 80% 86%
NET PRODUCTION (MMCFE/D)
Gulf of Mexico 327 0 327
Onshore U.S. 147 127 274
International 24 0 24
Total Net Production 498 127 625
% Production Natural Gas 78% 95% 82%
GROSS ACREAGE POSITION
Gulf of Mexico
Shelf lease blocks 190 36 226
Deepwater lease blocks 0 68 68
U.S. Gulf Coast
Developed 25,139 114,748 139,887
Undeveloped 95,709 245,354 341,092
Fee Minerals 0 63,487 63,487
Mid-Continent
Developed 145,141 12,123 157,264
Undeveloped 294,731 8,800 303,531
Fee Minerals 69,970 0 69,970
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** EEX's booked U.S. proved reserves at year-end 2001 were 417 Bcfe. Newfield's
estimate of these reserves at year-end 2001 is about 20% less.
Newfield is also acquiring a substantial exploration acreage and
prospect portfolio in deepwater and working and royalty interests in undeveloped
discoveries in the Llano Basin, which is located in the Garden Banks area of the
Gulf of Mexico. Other material assets include the Enserch Garden Banks Cooper
Production facility and its related equipment, fee minerals and corporate tax
attributes.
Newfield has obtained a commitment to provide it with a secured bridge
facility to pay maturing EEX debt and other obligations at closing. On a March
31, 2002 pro forma basis, Newfield would, under current financing plans, have
approximately 56 million common shares outstanding (on a fully diluted basis),
approximately $335 million of net bank debt, $300 million of Senior Notes, $144
million in convertible trust preferred securities, and the EEX senior secured
bridge facility. Debt as a percentage of book capitalization would be about 41%,
excluding the trust preferred securities.
UBS Warburg LLC acted as a financial advisor for Newfield Exploration.
Newfield Exploration is an independent crude oil and natural gas
exploration and production company. The Company has a solid asset base of
producing properties and exploration and development drilling opportunities in
the Gulf of Mexico, along the U.S. onshore Gulf Coast, in the Anadarko and
Permian Basins, offshore Australia and in China's Bohai Bay. Newfield balances
its drilling program with acquisitions in select areas in the U.S. and overseas.
EEX Corporation is an oil and gas exploration and production company
with activities currently focused in Texas, Louisiana and the Gulf of Mexico.
CONFERENCE CALL INFORMATION:
Newfield will host a conference call at 8:30 A.M. CDT/9:30 A.M. EDT ON
THURSDAY, MAY 30, 2002 to discuss this acquisition and answer questions. A
graphic presentation will be used during the conference call and it is now
available on Newfield's web site. To participate in the conference call, please
dial (719) 457-2661 about 10 minutes prior to the scheduled start time. In
addition, a listen-only broadcast of the call will also be provided over the
Internet at http://www.newfld.com, under Investor Relations. Please go to the
web site at least 10 minutes early to register, download and install any
necessary audio software.
If you are not able to participate in the conference call, an audio
replay will be available through June 5, 2002 by dialing (719) 457-0820 and
enter conference code 446989. In addition, the script used in the conference
call will also be posted on the website and will be available through June 5,
2002. A replay over the web at the above address will be available shortly after
the call and will remain on the site for about 90 days.
If you have additional questions or need assistance, please call Penny
McKnight at 281-405-4284.
Conference Call Summary Info:
Dial-in Number (719) 457-2661
Replay #: (719) 457-0820
Conference Code: 446989
Web site: http://www.newfld.com
AVAILABLE INFORMATION:
Newfield and EEX will file with the SEC, and EEX will mail to its
shareholders, a proxy statement/prospectus in connection with the transaction.
Shareholders of EEX are urged to read the proxy statement/prospectus when it
becomes available because it will contain important information about Newfield,
EEX and the transaction. Investors and security holders may obtain a free copy
of the proxy statement/prospectus (when it is available) at the SEC's web site
at www.sec.gov. A free copy of the proxy statement/prospectus may also be
obtained from Newfield or EEX. Each of Newfield and EEX and their respective
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of EEX in favor of the
transaction. Information regarding the interests of the officers and directors
of Newfield and EEX in the transaction may be found in EEX's proxy statement for
its annual meeting of shareholders to be held on May 30, 2002 and will be
included in the proxy statement/prospectus. In addition, each of Newfield and
EEX file annual, quarterly and special reports, proxy and information
statements, and other information with the SEC. Investors may read and copy any
of these reports, statements and other information at the SEC's public reference
room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Investors should
call the SEC at 1-800-SEC-0330 for further information on its public reference
room. The reports, statements and other information filed by Newfield and EEX
with the SEC are also available for free at the SEC's web site at www.sec.gov. A
free copy of these reports, statements and other information may also be
obtained from Newfield or EEX.
*FORWARD LOOKING INFORMATION:
Certain of the statements set forth in this release regarding estimated or
anticipated financial results, financing plans, and future capitalization are
forward looking and based upon assumptions and anticipated results that are
subject to numerous uncertainties. Actual results may vary significantly from
those anticipated due to many factors, including drilling results, oil and gas
prices, industry conditions, the prices of goods and services, the availability
of drilling rigs and other support services and the availability of capital
resources, labor conditions and other factors set forth in our Annual Report on
Form 10-K for the year ended December 31, 2001. In addition, the drilling of oil
and gas wells and the production of hydrocarbons are subject to governmental
regulations and operating risks.
Newfield Exploration Company For information, contact:
363 N. Sam Houston Parkway East, Ste. 2020 Steve Campbell
Houston, TX 77060 (281) 847-6081
www.newfld.com info@newfld.com
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