HOUSTON, Aug. 29,
2024 /PRNewswire/ -- Marathon Oil Corporation (NYSE:
MRO) ("Marathon Oil") announced today that it received the
necessary stockholder approval for Marathon Oil's pending merger
with ConocoPhillips (NYSE: COP). Marathon Oil will file the vote
results of the special stockholder meeting in a Form 8-K with the
U.S. Securities and Exchange Commission (the "SEC"). Marathon Oil
and ConocoPhillips continue to expect the transaction to close late
in the fourth quarter of 2024, subject to regulatory clearance and
other customary closing conditions.
About Marathon Oil
Marathon Oil is an independent oil
and gas exploration and production (E&P) company focused on
four of the most competitive resource plays in the U.S. - Eagle
Ford, Texas; Bakken, North Dakota; Permian in New Mexico and Texas, and STACK and SCOOP in Oklahoma, complemented by a world-class
integrated gas business in Equatorial
Guinea. The Company's Framework for Success is founded in a
strong balance sheet, ESG excellence, and the competitive
advantages of a high-quality multi-basin portfolio.
Forward-Looking Statements
This communication includes
"forward-looking statements" as defined under the federal
securities laws. All statements other than statements of historical
fact included or incorporated by reference in this communication,
including, among other things, statements regarding the proposed
business combination transaction between ConocoPhillips and
Marathon Oil, future events, plans and anticipated results of
operations, business strategies, the anticipated benefits of the
proposed transaction, the anticipated closing date for the proposed
transaction and other aspects of Marathon Oil's or ConocoPhillips'
operations or operating results are forward-looking statements.
Words and phrases such as "ambition," "anticipate," "estimate,"
"believe," "budget," "continue," "could," "intend," "may," "plan,"
"potential," "predict," "seek," "should," "will," "would,"
"expect," "objective," "projection," "forecast," "goal,"
"guidance," "outlook," "effort," "target" and other similar words
can be used to identify forward-looking statements. However, the
absence of these words does not mean that the statements are not
forward-looking. Where, in any forward-looking statement, Marathon
Oil or ConocoPhillips expresses an expectation or belief as to
future results, such expectation or belief is expressed in good
faith and believed to be reasonable at the time such
forward-looking statement is made. However, these statements are
not guarantees of future performance and involve certain risks,
uncertainties and other factors beyond Marathon Oil's or
ConocoPhillips' control. Therefore, actual outcomes and results may
differ materially from what is expressed or forecast in the
forward-looking statements.
The following important factors and uncertainties, among others,
could cause actual results or events to differ materially from
those described in forward-looking statements: ConocoPhillips'
ability to successfully integrate Marathon Oil's businesses and
technologies, which may result in the combined company not
operating as effectively and efficiently as expected; the risk that
the expected benefits and synergies of the proposed transaction may
not be fully achieved in a timely manner, or at all; the risk that
Marathon Oil or ConocoPhillips will be unable to retain and hire
key personnel and maintain relationships with their suppliers and
customers; the timing of the closing of the proposed transaction,
including the risk that the conditions to the transaction are not
satisfied on a timely basis or at all or the failure of the
transaction to close for any other reason or to close on the
anticipated terms, including the anticipated tax treatment; the
risk that any regulatory approval, consent or authorization that
may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the proposed transaction;
unanticipated difficulties, liabilities or expenditures relating to
the transaction; the effect of the announcement, pendency or
completion of the proposed transaction on the parties' business
relationships and business operations generally; the effect of the
announcement or pendency of the proposed transaction on the
parties' common stock prices and uncertainty as to the long-term
value of Marathon Oil's or ConocoPhillips' common stock; risks that
the proposed transaction disrupts current plans and operations of
Marathon Oil or ConocoPhillips and their respective management
teams and potential difficulties in hiring or retaining employees
as a result of the proposed transaction; and other economic,
business, competitive and/or regulatory factors affecting Marathon
Oil's or ConocoPhillips' businesses generally as set forth in their
filings with the SEC, including, among others, conditions in the
oil and gas industry, including supply/demand levels for crude oil
and condensate, NGLs and natural gas and the resulting impact on
price; changes in expected reserve or production levels; capital
available for exploration and development; liabilities or
corrective actions resulting from litigation, other proceedings and
investigations or alleged violations of law or
permits; drilling and operating risks; availability of drilling
rigs, materials and labor, including the costs associated
therewith; difficulty in obtaining necessary approvals and permits;
the availability, cost, terms and timing of issuance or execution
of, competition for, and challenges to, mineral licenses and leases
and governmental and other permits and rights-of-way, and
our ability to retain mineral licenses and leases; the impacts of
supply chain disruptions that began during
the COVID-19 pandemic and the resulting inflationary
environment; changes in safety, health, environmental, tax and
other regulations, requirements or initiatives.
The registration statement on Form S-4 (the "Registration
Statement") and definitive proxy statement/prospectus that was
filed with the SEC on July 29, 2024, and is available
at https://www.sec.gov/Archives/edgar/data/1163165/000110465924083174/tm2416360-8_424b3.htm describes
additional risks in connection with the proposed transaction. While
the list of factors presented here is, and the list of factors
presented in the Registration Statement and definitive proxy
statement/prospectus are considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to
Marathon Oil's and ConocoPhillips' respective periodic reports and
other filings with the SEC, including the risk factors contained in
Marathon Oil's and ConocoPhillips' most recent Quarterly Reports on
Form 10-Q and Annual Reports on
Form 10-K. Forward-looking statements represent current
expectations and are inherently uncertain and are made only as of
the date hereof (or, if applicable, the dates indicated in such
statement). Except as required by law, neither Marathon Oil nor
ConocoPhillips undertakes or assumes any obligation to update any
forward-looking statements, whether as a result of new information
or to reflect subsequent events or circumstances or otherwise.
Media Relations Contact:
Karina Brooks: 713-296-2191
Investor Relations Contacts:
Guy Baber: 713-296-1892
John Reid: 713-296-4380
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SOURCE Marathon Oil Corporation