Filed by Encana Corporation
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 No. 001-12534)
The strategic combination will: A leading, multi-basin portfolio anchored by three, world-class, low-cost growth assets $250 million in expected annual savings and synergies to expand margins and drive free cash flow Shareholder returns with intended 25% dividend increase and $1.25B share buyback in 2019 STRATEGIC COMBINATION TO CREATE NORTH AMERICAS PREMIER RESOURCE COMPANY ENHANCE: UNLOCK: CREATE: NORTH AMERICAS PREMIER RESOURCE COMPANY THE STRATEGIC COMBINATION OF ENCANA AND NEWFIELD TO CREATE THE ENCANA BOARD UNANIMOUSLY RECOMMENDS
ENCANA: A COMPELLING FUTURE BUILT ON A STRONG TRACK RECORD marks another leap forward in eases our ability to return capital dividend increase and a material close of the transaction. highly disciplined and relentlessly focused unconventional resource company that can cle. ce, consistent execution and meeting or from non-core assets and focused our riven cost structures to among the lowest operational performance. Encana is an continuously look to improve our identifying opportunities that can increase zed the opportunity to combine with unconventional resource company, there in the STACK/SCOOP provides a third combined with our existing Permian and emium inventory, increase our investment to deliver quality returns through the t model, we expect to extract more value that have driven our performance to date combined company in the future. Your board Encana and Newfield. STRATEGIC COMBINATION TO CREATE NORTH AMERICAS PREMIER RESOURCE COMPANY Dear fellow shareholder, Encanas strategic combination with Newfield advancing our strategy. Equally important, it incr to you, our shareholders, with a 25 percent $1.25 billion share buyback in 2019, following Since the launch of our strategy in 2013, we have been on becoming a leading North American, multi-basin, deliver quality corporate returns through the commodity cy We have earned a reputation for strong financial performan beating our targets. We have continuously unlocked value portfolio and capital on our core growth assets. We have d in our industry and established a track record of leading operator you can count on. While we are proud of the company we have created, we business and enhance shareholder returns. This includes our resilience and ability to create value. This is why we sei Newfield. In addition to creating North Americas premier are many shareholder benefits. Our highly competitive entry into the core of the oil window large scale, liquids-weighted core growth asset. When Montney growth assets, we will significantly expand our pr optionality and further enhance our resilience and ability commodity cycle. Perfectly suited to our cube developmen at lower cost than other STACK/SCOOP operators. Encanas Board and management believe the attributes will drive considerable shareholder value from the unanimously recommends the strategic combination of Clayton Woitas Chairman of the Board, Encana
SUPERIOR RESOURCES STRONG PERFORMANCE SIGNIFICANT RETURNS STRATEGIC COMBINATION TO CREATE NORTH AMERICAS PREMIER RESOURCE COMPANY Liquids mix immediately increases to 52% driving margin expansion and greater returns Years of technical analysis highlights quality of STACK/ SCOOP acreage and savings opportunities Cube development to drive superior value from STACK/ SCOOPs multiple stacked zones at lower cost $250 million in high-confidence, annual cost savings and synergies and a strong balance sheet Cube development Enhances return of capital to shareholders; 25% dividend increase and $1.25B share buyback following close Disciplined capital investment in three core growth assets, driving liquids volumes, margins and returns Ongoing opportunity to unlock value from non-core assets, supporting the return of capital to shareholders Strategic combination marks another leap forward in advancing our strategy Shareholder returns UP 25% SHARE $1.25BBUYBACK IN 2019 Addition of large, premium position in the core of the STACK/SCOOPs prolific oil window Multi-basin portfolio, anchored by three large-scale, growth assets; Permian, Montney, STACK/SCOOP Larger premium inventory and increased investment optionality across three world-class assets Strong multi-basin portfolio enhances resilience to deliver quality corporate returns through the commodity cycle Three growth assets MONTNEY STACK/SCOOP PERMIAN Your Board unanimously recommends the strategic combination of Encana and Newfield to deliver:
ECA makes a solid case for value uplift, and purchasing assets counter cyclically is what we all argue should be done. The increased dividend and repurchase commitment show material confidence, as does CEO Suttles buying 50k shares. Lloyd Byrne, UBS (November 12, 2018) We view this acquisition as being positive in the longer-term given the cash flow accretion, improved balance sheet metrics and the addition of ~360,000 net acres of SCOOP/STACK exposure. Dennis Fong, Canaccord Genuity (November 1, 2018) The deal provides another platform with significant scale for ECA to utilize its successful cube development technique. Phil Skolnick, Eight Capital (November 1, 2018) In our view the deal holds merit and provides an opportunity for additional oil/liquids growth out of the STACK. Gabe Daoud, Cowen Equity Research (November 29, 2018) If you have any questions, or require additional assistance, please contact the firms assisting us: MACKENZIE PARTNERS Call Toll-Free: (800) 322-2885 Call Collect: (212) 929-5500 Email: encana@mackenziepartners.com KINGSDALE ADVISORS Call Toll-Free (within North America): 1(866) 229-8166 Call Collect (outside North America): (416) 867-2272 Email: contactus@kingsdaleadvisors.com Important Information for Investors and Shareholders This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, transfer or solicitation of securities in any jurisdiction in contravention of applicable law. In connection with the proposed transaction between Encana Corporation (Encana) and Newfield Exploration Company (Newfield), Encana has filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that includes a preliminary Joint Proxy Statement of Encana and Newfield that also constitutes a preliminary Prospectus of Encana (the Joint Proxy Statement/Prospectus). Encana and Newfield plan to mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF ENCANA AND NEWFIELD ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENCANA, NEWFIELD, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the definitive Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Encana and Newfield through the website maintained by the SEC at www.sec.gov. Investors will also be able to obtain free copies of the definitive Joint Proxy Statement/Prospectus (when available) and other documents filed with Canadian securities regulatory authorities by Encana, through the website maintained by the Canadian Securities Administrators at www.sedar.com. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC and Canadian securities regulatory authorities on Encanas website at www.encana.com or by contacting Encanas Corporate Secretary. Copies of the documents filed with the SEC by Newfield will be available free of charge on Newfields website or by contacting investor relations. Participants in the Merger Solicitation Encana, Newfield and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Encana and the stockholders of Newfield in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the definitive Joint Proxy Statement/Prospectus described above when it is filed with the SEC and Canadian securities regulatory authorities. Additional information regarding Encanas directors and executive officers is also included in Encanas Notice of Annual Meeting of Shareholders and 2018 Proxy Statement, which was filed with the SEC and Canadian securities regulatory authorities on March 23, 2018, and information regarding Newfields directors and executive officers is also included in Newfields 2018 Proxy Statement, which was filed with the SEC on March 29, 2018. These documents are available free of charge as described above. ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - This communication contains certain forward-looking statements or information (collectively, FLS) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. FLS include: becoming a leading multi-basin company; timing of closing of the transaction; the expectation that the closing conditions, including shareholder approvals and regulatory approvals, will be satisfied; anticipated benefits from the transaction; Encanas intent to raise its dividend and increase its share buyback following closing; Encanas position relative to peers; anticipated production and commodity mix; anticipated 2019 net debt to EBITDA; anticipated synergies; expectation that the transaction is accretive to all metrics in Encanas five-year plan; number of risked well locations and unrisked resource; and benefits of a multi-basin portfolio. Readers are cautioned against unduly relying on FLS which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or results to differ materially from those expressed or implied. These assumptions include: assumptions contained in Encanas corporate guidance and five-year plan; ability to satisfy closing conditions, regulatory and shareholder approvals; future commodity prices and differentials; data contained in key modeling statistics; effectiveness of Encanas drive to productivity and efficiencies; results from innovations; enforceability of transaction agreements; and expectations and projections made in light of, and generally consistent with, Encanas historical experience and its perception of historical trends, including with respect to the pace of technological development, benefits achieved and general industry expectations. Risks and uncertainties that may affect these business outcomes include: integration of Encana and Newfield and the ability to recognize the anticipated benefits from the combination of Encana and Newfield ability to obtain required shareholder and regulatory approvals for the transaction, timing thereof and risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the expected benefits of the transaction; risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; risks relating to the value of the Encana common shares to be issued in connection with the transaction; disruption to Encanas and Newfields respective businesses that could result from the announcement of the transaction; variability and discretion of Encanas board of directors to declare and pay dividends, if any; variability in the amount, number of shares and timing of purchases, if any, pursuant to the share repurchase program; commodity price volatility; counterparty and credit risk; impact of a downgrade in a credit rating, including to refinance debt required to be repaid because of a downgrade, and its impact on access to sources of liquidity; risks inherent in Encanas corporate guidance and five-year plan; failure to achieve cost and efficiency initiatives; and other risks and uncertainties impacting Encanas business, as described in its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and as described from time to time in Encanas other periodic filings as filed on SEDAR and EDGAR. Although Encana believes the expectations represented by such FLS are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions, risks and uncertainties referenced above are not exhaustive. FLS are made as of the date of this communication and, except as required by law, Encana undertakes no obligation to update publicly or revise any FLS. FLS contained in this communication are expressly qualified by these cautionary statements.