HOUSTON, Nov. 9, 2010 /PRNewswire-FirstCall/ -- Apache
Corporation (NYSE, Nasdaq: APA) today announced preliminary results
of the merger consideration elections made by stockholders of
Mariner Energy, Inc. (NYSE: ME) concerning the form of
consideration they wish to receive in connection with the
acquisition of Mariner by Apache. Apache expects to complete the
acquisition upon approval of the transaction by Mariner's
stockholders at a special meeting scheduled for Nov. 10, 2010.
Based on available information as of the election deadline
of 4 p.m. Central time on Nov. 8,
2010, the number of shares making elections before the
deadline was 85,660,446, which represents 82.9 percent of the
outstanding Mariner shares. The number of shares that did not make
an election was 17,626,327 shares or 17.1 percent of the
outstanding Mariner shares.
Under the merger agreement, Mariner stockholders had the option
to elect to receive consideration consisting of cash, shares of
Apache common stock or a combination of both in exchange for their
shares of Mariner common stock, subject to a proration feature.
Mariner stockholders electing to receive a mix of cash and stock
consideration and non-electing stockholders will receive
$7.80 in cash and 0.17043 shares of
Apache common stock in exchange for each share of Mariner common
stock. Subject to proration, Mariner stockholders electing to
receive all cash will receive $26.00
in cash per Mariner share and Mariner stockholders electing to
receive only Apache common stock will receive 0.24347 shares of
Apache common stock in exchange for each share of Mariner common
stock.
The final results of the merger consideration elections are
expected to be announced on Nov. 12,
2010. Pursuant to the merger agreement between Apache and
Mariner, fractional shares of Apache common stock will not be
issued. Mariner stockholders will receive cash in lieu of their
fractional share interests in accordance with the terms of the
merger agreement.
Apache Corporation is an oil and gas exploration and production
company with operations in the United
States, Canada,
Egypt, the United Kingdom North
Sea, Australia and Argentina.
Apache posts announcements, updates and investor information, in
addition to all press releases, on its website,
www.apachecorp.com.
Additional Information
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. Apache has filed with the Securities and
Exchange Commission ("SEC") a registration statement on Form S-4
containing a proxy statement of Mariner Energy, Inc. ("Mariner")
that also constitutes a prospectus of Apache. The registration
statement has been declared effective by the SEC and a definitive
proxy statement/prospectus was mailed to stockholders of Mariner on
or about Oct. 13, 2010. Apache and
Mariner also plan to file other documents with the SEC regarding
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF MARINER
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders may obtain the documents free of charge at the SEC's web
site, www.sec.gov. Copies of the documents filed with the SEC by
Apache will be available free of charge on Apache's website at
www.apachecorp.com under the tab "Investors" or by contacting
Apache's Investor Relations Department at 713-296-6000. Copies of
the documents filed with the SEC by Mariner will be available free
of charge on Mariner's website at www.mariner-energy.com under the
tab "Investor Information" or by contacting Mariner's Investor
Relations Department at 713-954-5558. You may also read and copy
any reports, statements and other information filed with the SEC at
the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please
call the SEC at (800) 732-0330 or visit the SEC's website for
further information on its public reference room.
Apache, Mariner, their respective directors and executive
officers and other persons may be deemed, under SEC rules, to be
participants in the solicitation of proxies from stockholders of
Mariner in connection with the proposed transaction. Information
regarding Apache's directors and officers can be found in its proxy
statement filed with the SEC on March 31,
2010, and information regarding Mariner's directors and
officers can be found in its proxy statement filed with the SEC on
April 1, 2010. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests in the transaction, by security
holdings or otherwise, are contained in the definitive proxy
statement/prospectus and will be contained in other relevant
materials to be filed with the SEC.
Forward-Looking Statements
Statements in this document include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. The opinions, forecasts, projections,
future plans or other statements other than statements of
historical fact, are forward-looking statements. We can give no
assurance that such expectations will prove to have been correct.
Actual results could differ materially as a result of a variety of
risks and uncertainties, including: the timing to consummate the
proposed transaction; the risk that a condition to closing of the
proposed transaction may not be satisfied; negative effects from
the pendency of the merger; our ability to achieve the synergies
and value creation contemplated by the proposed transaction; our
ability to promptly and effectively integrate the merged
businesses; and the diversion of management time on
transaction-related issues. Other factors that could materially
affect actual results are discussed in Apache's and Mariner's most
recent Forms 10-K as well as each company's other filings with the
SEC available at the SEC's website at www.sec.gov. Actual results
may differ materially from those expected, estimated or projected.
Forward-looking statements speak only as of the date they are made,
and we undertake no obligation to publicly update or revise any of
them in light of new information, future events or otherwise.
APA-F
SOURCE Apache Corporation