MIDLAND, Texas, Mar 13, 2017 (BUSINESS WIRE) —
Clayton Williams Energy, Inc.
(“Clayton Williams Energy”)
today announced that it has established a record date of March 23, 2017,
and a meeting date of April 24, 2017, for a special meeting of its
stockholders. At the special meeting, which will be held at 10:00 a.m.
Central time at ClayDesta Conference Center, 6 Desta Drive, Suite 6550,
Midland, Texas 79705, Clayton Williams Energy stockholders will vote on
the previously announced proposed merger (the “Merger”) of Clayton
Williams Energy and Noble Energy, Inc.
pursuant to the Agreement and Plan of Merger, dated as of January 13,
2017, by and among Clayton Williams Energy, Noble Energy, Wild West
Merger Sub, Inc. and NBL Permian LLC, and certain related matters.
Clayton Williams Energy stockholders of record at the close of business
on March 23, 2017 will be entitled to receive notice of the special
meeting and to vote at the special meeting. Subject to satisfaction of
the remaining closing conditions, including receipt of Clayton Williams
Energy stockholder approval, the parties currently expect to complete
the Merger shortly following conclusion of the special meeting.
About Clayton Williams Energy
Clayton Williams Energy is an independent energy company located in
Midland, Texas. To learn more, please visit our website at www.claytonwilliams.com.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains certain “forward-looking statements”
within the meaning of federal securities law.
Words such as
“anticipates,” “believes,” “expects,” “intends,” “will,” “should,”
“may,” “estimates,” and similar expressions may be used to identify
Forward-looking statements are not
statements of historical fact and reflect Clayton Williams Energy’s
current views about future events.
They may include, but are not
limited to, the expected timing of completion of the Merger and other
statements that are not historical facts.
No assurances can be
given that the forward-looking statements contained in this news release
will occur as projected and actual results may differ materially from
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 approval of the
Clayton Williams Energy stockholders, the risk that a condition to
closing of the proposed 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, 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 Noble Energy’s and Clayton Williams
Energy’s businesses that are discussed in Noble Energy’s and Clayton
Williams Energy’s most recent annual reports on Form 10-K and in other
reports on file with the Securities and Exchange Commission (“SEC”).
Noble Energy’s reports are also available from Noble Energy’s offices or
and Clayton Williams Energy’s reports are also available from Clayton
Williams Energy’s offices or website,
Forward-looking statements are based on the estimates and opinions of
management at the time the statements are made.
Energy does not assume any obligation to update forward-looking
statements should circumstances, management’s estimates, or opinions
Additional Information And Where To Find It
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.
In connection with the proposed merger between
Noble Energy and Clayton Williams Energy, Noble Energy has filed with
the SEC a Registration Statement on Form S-4 including a preliminary
proxy statement of Clayton Williams Energy that also constitutes a
prospectus of Noble Energy.
Clayton Williams Energy will mail the
proxy statement/prospectus to its stockholders.
This document is
not a substitute for any prospectus, proxy statement or any other
document which Noble Energy or Clayton Williams Energy may file with the
SEC in connection with the proposed Merger.
Noble Energy and
Clayton Williams Energy urge Clayton Williams Energy investors and
stockholders to read the proxy statement/prospectus regarding the
proposed Merger when it becomes available, as well as other documents
filed with the SEC, because they will contain important information. You
may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC’s website (
You may also obtain these documents, free of charge, from Noble
Energy’s website (
under the tab “Investors” and then under the heading “SEC Filings” and
from Clayton Williams Energy’s website (
under the tab “Investors” and then under the heading “SEC Filings.”
Participants In The Merger Solicitation
Noble Energy, Clayton Williams Energy, and their respective
directors, executive officers and certain other members of management
and employees may be soliciting proxies from Clayton Williams Energy
stockholders in favor of the Merger and related matters.
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Clayton Williams Energy stockholders
in connection with the proposed Merger are set forth in the preliminary
proxy statement/prospectus filed with the SEC and will be set forth in
the definitive proxy statement/prospectus when it is filed with the SEC.
You can find information about Noble Energy’s executive officers and
directors in its definitive proxy statement filed with the SEC on March
You can find information about Clayton Williams
Energy’s executive officers and directors in its definitive proxy
statement filed with the SEC on April 28, 2016.
information about Noble Energy’s executive officers and directors and
Clayton Williams Energy’s executive officers and directors can be found
in the above-referenced preliminary proxy statement/prospectus and in
the definitive proxy statement/prospectus when it becomes available.
can obtain free copies of these documents from Noble Energy and Clayton
Williams Energy using the contact information above.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170313006442/en/
SOURCE: Clayton Williams Energy, Inc.
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