Devon Energy Corp. and WPX Energy Inc. shareholders voted on Dec. 30 in favor of the companies’ all-stock merger valued at more than $5 billion.
The combined company, which will be named Devon Energy, is set to create a leading unconventional oil producer in the U.S. with a dominant Delaware Basin acreage position totaling 400,000 net acres, the companies said in a joint release from September announcing the proposed merger.
“Together, we’ll be one of the strongest oil producers in the U.S., differentiated by our unwavering focus on profitable, per-share growth and commitment to deliver top-tier ESG performance,” WPX chairman and CEO Rick Muncrief said in a statement on Dec. 30. “We look forward to joining forces with Devon to deliver sustainable results and unlock the value of this combination for shareholders.”
Under the terms of the merger agreement, WPX shareholders will receive a fixed exchange ratio of 0.5165 shares of Devon common stock for each share of WPX common stock owned. Including the assumption of $3.2 billion in net debt, the all-stock transaction was valued at about $5.75 billion.
At special meetings of Devon and WPX shareholders held on Dec. 30, more than 99% of votes cast were in favor of the transactions. More than 70% of the shares of Devon common stock were represented and more than 87% of the shares of WPX common stock were represented at the separately held special meetings.
“Today’s overwhelmingly positive support from both Devon and WPX stockholders reflects what an outstanding opportunity this is to maximize our businesses, drive synergies and accomplish our objectives for shareholders,” Muncrief added in his statement.
Muncrief will serve as president and CEO of the combined company. Meanwhile, Dave Hager, Devon’s current president and CEO, will serve as executive chairman of the combined’s company board.
“We are pleased with the strong support we received from both companies’ shareholders,” Hager said in a statement on Dec. 30. “This is an important milestone as we move toward uniting our complementary assets to create a leading U.S. energy company, with a focus on accelerating free cash flow growth and the return of capital to shareholders.”
The companies expect the so-called “merger of equals” to close on Jan. 7.
Upon closing, Devon shareholders will own approximately 57% of the combined company and WPX shareholders will own about 43%. Funds managed by EnCap Investments LP own approximately 27% of the outstanding shares of WPX and entered into a support agreement to vote in favor of the transaction.
Detailed forward-looking guidance for the full-year 2021 will be provided upon closing of the transaction, which the companies said in September will focus on maintaining base production.
J.P. Morgan Securities LLC is financial adviser to Devon for the transaction. Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal adviser. Citi is serving as WPX’s financial adviser. Kirkland & Ellis LLP is its legal adviser. Vinson & Elkins LLP is legal adviser to EnCap Investments.
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