DENVER, Feb. 11, 2019 /PRNewswire/ -- Cimarex Energy
Co. (NYSE: XEC) ("Cimarex") and Resolute Energy Corporation (NYSE:
REN) ("Resolute") today announced that, in connection with
Cimarex's pending acquisition of Resolute, the election deadline
for holders of shares of Resolute's common stock and holders of
shares of Resolute's restricted stock (time and/or performance
vested), outperformance share rights and/or options to elect the
form of merger consideration they wish to receive in connection
with the transaction, subject to proration, is 5:00 p.m. Eastern time on February 22, 2019.
Accordingly, an election will be valid only if a properly
completed and signed election form, together with all required
documents and materials set forth in the election form and the
instructions thereto, is received by the exchange agent,
Continental Stock Transfer & Trust Company, before 5:00 p.m. Eastern time on February 22, 2019. Holders of Resolute
equity awards and stockholders who hold their shares through a
bank, broker or other nominee may be subject to an earlier deadline
and should carefully read the instructions from Resolute or their
bank, broker or nominee, respectively, regarding making
elections.
The election form was sent to Resolute stockholders and Resolute
equity award holders on or about January
31, 2019. You may contact Continental Stock Transfer
& Trust Company directly with any questions at (917) 262-2378
or via email at reorg@continentalstock.com.
About Cimarex
Denver-based Cimarex is an
independent oil and gas exploration and production company with
principal operations in the Permian Basin and Mid-Continent areas
of the U.S. For more information, visit https://www.cimarex.com.
The company's common stock is traded on the NYSE under the ticker
symbol "XEC."
About Resolute
Resolute is an independent oil and gas company focused on the
acquisition and development of unconventional oil and gas
properties in the Delaware Basin
portion of the Permian Basin of west Texas. For more information, visit
www.resoluteenergy.com. The company routinely posts important
information about the Company under the Investor Relations section
of its website. The company's common stock is traded on the NYSE
under the ticker symbol "REN."
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed transaction between Cimarex and Resolute.
In connection with the proposed transaction, Cimarex has filed
with the SEC a registration statement on Form S-4, as amended, that
includes a proxy statement of Resolute and a prospectus of Cimarex.
The registration statement became effective on January 30, 2019. Resolute filed with the SEC a
definitive proxy statement on Schedule 14A on January 30, 2019. The proxy statement/prospectus
was mailed to stockholders of Resolute on or about January 30, 2019. Each of Cimarex and
Resolute also plan to file other relevant documents with the SEC
regarding the proposed transaction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.
INVESTORS AND SECURITY HOLDERS OF RESOLUTE ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free
copies of these documents (if and when available) and other
documents containing important information about Cimarex and
Resolute, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Cimarex will be available free of
charge on Cimarex's website at
https://www.cimarex.com/home/default.aspx under the tab "Investor
Relations" and then under the heading "Financial Information."
Copies of the documents filed with the SEC by Resolute will be
available free of charge on Resolute's website at
https://www.resoluteenergy.com/ under the tab "Investors" and then
under the heading "SEC Filings."
Participants in the Solicitation
Cimarex, Resolute and certain of their respective directors,
executive officers and other persons may be deemed to be
participants in the solicitation of proxies from Resolute's
stockholders in respect of the proposed transaction.
Information about the directors and executive officers of Cimarex
is set forth in Cimarex's definitive proxy statement for its 2018
annual meeting of stockholders, which was filed with the SEC on
March 30, 2018. Information about the directors and executive
officers of Resolute, including a description of their direct and
indirect interests, by security holdings or otherwise, is set forth
in the proxy statement/prospectus and is set forth in its
definitive proxy statement for its 2018 annual meeting of
stockholders, which was filed with the SEC on May 18, 2018.
These documents can be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the proxy statement/prospectus and will be contained
in other relevant materials to be filed with the SEC when such
materials become available. Investors should read the proxy
statement/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents
from Cimarex or Resolute using the sources indicated above.
Cautionary Statements Regarding Forward-Looking
Information
This communication contains certain "forward-looking statements"
within the meaning of federal securities laws. Words such as
"anticipates," "believes," "expects," "intends," "will," "should,"
"may" and similar expressions may be used to identify
forward-looking statements. Forward-looking statements are not
statements of historical fact and reflect Cimarex's and Resolute's
current views about future events. Such forward-looking statements
include, but are not limited to, statements about the benefits of
the proposed merger involving Cimarex and Resolute, including
future financial and operating results, Cimarex's and Resolute's
plans, objectives, expectations and intentions, the expected timing
and likelihood of completion of the transaction, and other
statements that are not historical facts, including estimates of
oil and natural gas reserves and resources, estimates of future
production, assumptions regarding future oil and natural gas
pricing, planned drilling activity, future results of operations,
projected cash flow and liquidity, business strategy and other
plans and objectives for future operations. No assurances can be
given that the forward-looking statements contained in this
communication will occur as projected and actual results may differ
materially from those projected. Forward-looking statements are
based on current expectations, estimates and assumptions that
involve a number of risks and uncertainties that could cause actual
results to differ materially from those projected. These risks and
uncertainties include, without limitation, the ability to obtain
the requisite Resolute stockholder approval, the risk that an
event, change or other circumstances could give rise to the
termination of the proposed merger, the risk that a condition to
closing of the merger may not be satisfied, the timing to
consummate the proposed merger, the risk that the businesses will
not be integrated successfully, the risk that the cost savings and
any other synergies from the transaction may not be fully realized
or may take longer to realize than expected, the risk that any
announcement relating to the proposed transaction could have
adverse effects on the market price of Cimarex's common stock or
Resolute's common stock, the outcome of litigation related to the
proposed transaction, disruption from the transaction making it
more difficult to maintain relationships with customers, employees
or suppliers, the diversion of management time on merger-related
issues, the volatility in commodity prices for crude oil and
natural gas, the presence or recoverability of estimated reserves,
the ability to replace reserves, environmental risks, drilling and
operating risks, exploration and development risks, competition,
government regulation or other actions, the ability of management
to execute its plans to meet its goals and other risks inherent in
Cimarex's and Resolute's businesses.
All such factors are difficult to predict and are beyond
Cimarex's or Resolute's control, including those detailed in
Cimarex's annual reports on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K that are
available on its website at https://www.cimarex.com and on the
SEC's website at http://www.sec.gov, and those detailed in
Resolute's annual reports on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K that are
available on Resolute's website at https://www.resoluteenergy.com/
and on the SEC's website at http://www.sec.gov.
Forward-looking statements are based on the estimates and
opinions of management at the time the statements are made. Neither
Cimarex nor Resolute undertakes any obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers are cautioned not
to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
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content:http://www.prnewswire.com/news-releases/cimarex-energy-and-resolute-energy-announce-february-22nd-deadline-for-resolute-stockholders-election-of-form-of-merger-consideration-300793410.html
SOURCE Cimarex Energy Co.; Resolute Energy Corporation