Filed by EEX Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: Newfield Exploration Company
Commission File No.: 1-12534
The following press release was made by EEX Corporation:
EEX Corporation
2500 CityWest Blvd.
Suite 1400
Houston, TX 77042
Contact: Liz Bishop
(713) 243-3111
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EEX ANNOUNCES MERGER WITH NEWFIELD EXPLORATION COMPANY
HOUSTON, TEXAS (May 29, 2002) -- EEX Corporation (NYSE: EEX) has entered
into a definitive merger agreement with Newfield Exploration Company
(NYSE:NFX).
Under the agreement, each share of EEX common stock would receive 0.05703
shares of Newfield common stock. EEX's common shareholders will also 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 0.00054 of one
share. The trust will own overriding royalty interests in future production from
defined intervals generally below 20,000 feet 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 holders of EEX's preferred stock, each of whom has signed a voting
agreement to vote its shares in favor of the merger, will receive a total of 4.7
million shares of Newfield common stock in the merger.
Tom Hamilton, Chairman and President, Chief Executive Officer, said, "This
merger combines two strong onshore U.S. production companies and will provide
significant economies of scale in their operation. The combined companies will
have the strong balance sheet necessary to realize the potential value
represented by EEX's Llano area assets and Gulf of Mexico deep prospect
exploration inventory. In addition to the Newfield shares, the royalty trust
arrangement provides the EEX shareholders an opportunity to realize incremental
value from the exploration potential of our deep shelf program."
This merger is structured to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, except to the extent of cash paid in
lieu of fractional shares and units in the royalty trust.
The merger is subject to the approval of EEX's shareholders, certain
regulatory approvals and other conditions. The transaction is expected to close
in the third quarter of 2002. Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc. are acting as financial advisors and have provided fairness
opinions to EEX in this transaction.
EEX has also entered into a new $250 million secured revolving credit
agreement with its banks that replaces the current agreement under which EEX was
in default. This new bank agreement expires March 31, 2003.
EEX Corporation is an oil and natural 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. CSDT / 9:30 a.m. ESDT 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
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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. 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.
In addition, the script used in the conference call will be posted on the web
site and will be available through June 5, 2002.
Investor Notices
Investors and security holders are urged to read the proxy
statement/prospectus that will be included in the Registration Statement on Form
S-4 to be filed with the SEC in connection with the proposed merger because it
will contain important information about EEX, Newfield and the proposed merger.
EEX and Newfield will file with the SEC, and EEX will mail to its shareholders,
the proxy statement/prospectus.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by EEX and
Newfield with the SEC at the SEC's Web site at www.sec.gov. The proxy
statement/prospectus and such other documents relating to EEX may also be
obtained for free from EEX by directing such request to: EEX Corporation, 2500
CityWest Blvd., Suite 1400, Houston, Texas 77042, Attention: Liz Bishop,
Investor Relations, or by calling (713) 243-3111.
EEX, its directors, executive officers and certain members of management
and employees may be considered "participants in the solicitation" of proxies
from EEX's shareholders in connection with the merger. Information regarding
such persons and a description of their interests in the merger may be found in
EEX's Proxy Statement for its Annual Meeting of Shareholders to be held on May
30, 2002 and will be contained in the Registration Statement on Form S-4 when it
is filed.
This report includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Although EEX believes that its expectations are based on reasonable
assumptions, it can give no assurance that its goals will be achieved. Results
of the current periods may not be indicative of future results. Important
factors that could cause actual results to differ materially from those reported
and in forward-looking statements include the timing and extent of changes in
commodity prices, the ability to sell or lease the Cooper Infrastructure, the
timing and extent of success in drilling, discovering, developing and producing
or acquiring oil and gas reserves, the extent of our reserve potential,
liquidity and the ability to fund capital programs, conditions of the capital
and equity markets, and federal and state regulatory developments. EEX's
periodic reports filed with the Securities and Exchange Commission include a
discussion of important factors that could cause actual results to differ
materially from those indicated in forward-looking statements.
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For additional information, call 1-888-EEX-NEWS, or visit our Web site at
http://www.eex.com
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