Filed by Devon Energy Corporation
Pursuant to Rule 425 under the Security Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: WPX Energy, Inc.
Commission File No.: 1-35322
Devon and WPX merger integration update
Executives from WPX and Devon have taken initial steps in the merger integration planning.
Devons future executive committee understands the urgency and importance of integrating quickly and effectively. Key integration objectives will include identifying synergies and performance improvement opportunities as well as focusing on culture and the organization. The team has met with and are evaluating the services of merger integration experts that may provide additional resources, structure and support.
Devon members of the integration team will include David Harris (E&P Operations), Jeff Ritenour (Finance) and Tana Cashion (HR). WPX members will include Clay Gaspar (E&P Operations), Dennis Cameron (Legal), Kevin Vann (Finance) and Angela Kouplen (HR & IT). The intention is to have the full integration team, including subject matter experts from both WPX and Devon, in place soon and begin all aspects of integration planning.
More information will be shared as the integration work progresses. The current target is to provide a weekly update.
Communicating structure and roles
The future executive team has determined the new organizational structure and reporting relationships. The teams reporting to each executive are listed below. As integration planning continues there may be additional changes to the reporting structure.
Clay Gaspar Geosciences, Reservoir, Production, Drilling, Completions, Facilities, Environmental, Health & Safety, Field Operations.
David Harris Business Development, Land, Technology & Innovation.
Jeff Ritenour Corporate Finance, Treasury, Planning, Reserves, Accounting, Tax, Investor Relations, Marketing, Midstream, Supply Chain, Internal Audit.
Dennis Cameron Legal, Public & Government Affairs.
Tana Cashion Human Resources, Corporate Communications, Community Relations, Administration - Facilities & Real Estate, Security, Corporate Services & Hospitality, Aviation, Digital Security.
Specific leaders and individual roles will be communicated near or shortly after the merger closing and no merger-related workforce reductions will be implemented until after the first of the year.
Timing of merger closing date
The sooner the merger is closed, the sooner we can integrate the organizations and become one Devon.
Both the Devon and WPX teams are working to achieve the necessary regulatory and shareholder approvals as quickly as possible. Although we cannot project the exact timing of the close, it may be possible to close as early as mid-December. If it is not possible to achieve a merger close by late 2020, we expect to accomplish this in early 2021.
Its important to remember that until close, Devon and WPX will continue to operate as independent companies. Until then, please do your best to stay safe and focused on our day-to-day responsibilities.
Published: October 22, 2020
Additional Information and Where to Find It
In connection with the proposed merger (the Proposed Transaction) of Devon Energy Corporation (Devon) and WPX Energy, Inc. (WPX), Devon will file with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4 to register the shares of Devons common stock to be issued in connection with the Proposed Transaction. The registration statement will include a document that serves as a prospectus of Devon and a proxy statement of each of Devon and WPX (the joint proxy statement/prospectus), and each party will file other documents regarding the Proposed Transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF DEVON AND WPX ARE ADVISED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DEVON, WPX, THE PROPOSED TRANSACTION AND RELATED MATTERS. A definitive joint proxy statement/prospectus will be sent to the stockholders of each of Devon and WPX when it becomes available. Investors and security holders will be able to obtain copies of the registration statement and the joint proxy statement/prospectus and other documents containing important information about Devon and WPX free of charge from the SECs website when it becomes available. The documents filed by Devon with the SEC may be obtained free of charge at Devons website at www.devonenergy.com or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from Devon by requesting them by mail at Devon, Attn: Investor Relations, 333 West Sheridan Ave, Oklahoma City, OK 73102. The documents filed by WPX with the SEC may be obtained free of charge at WPXs website at www. www.wpxenergy.com or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from WPX by requesting them by mail at WPX, Attn: Investor Relations, P.O. Box 21810, Tulsa, OK 74102.
Participants in the Solicitation
Devon, WPX and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Devons and WPXs stockholders with respect to the Proposed Transaction. Information about Devons directors and executive officers is available in Devons Annual Report on Form 10-K for the 2019 fiscal year filed with the SEC on February 19, 2020, and its definitive proxy statement for the 2020 annual meeting of shareholders filed with the SEC on April 22, 2020. Information about WPXs directors and executive officers is available in WPXs Annual Report on Form 10-K for the 2019 fiscal year filed with the SEC on February 28, 2020 and its definitive proxy statement for the 2020 annual meeting of shareholders filed with the SEC on March 31, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction when they become available. Stockholders, potential investors and other readers should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward Looking Statements
This communication includes forward-looking statements as defined by the SEC. Such statements include those concerning strategic plans, Devons and WPXs expectations and objectives for future operations, as well as other future events or conditions, and are often identified by use of the words and phrases such as expects, believes, will, would, could, continue, may, aims, likely to be, intends, forecasts, projections, estimates, plans, expectations, targets, opportunities, potential, anticipates, outlook and other similar terminology. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that Devon or WPX expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond Devons and WPXs control. Consequently, actual future results could differ materially from Devons and WPXs expectations due to a number of factors, including, but not limited to: the risk that Devons and WPXs businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the Proposed Transaction may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; the effect of future regulatory or legislative actions on the companies or the industries in which they operate, including the risk of new restrictions with respect to hydraulic fracturing or other development activities on Devons or WPXs federal acreage or their other assets; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the risk that Devon or WPX may be unable to obtain governmental and regulatory approvals required for the Proposed Transaction, or that required governmental and regulatory approvals may delay the Proposed Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Proposed Transaction or cause the parties to abandon the Proposed Transaction; the risk that a condition to closing of the Proposed Transaction may not be satisfied; the length of time necessary to consummate the Proposed Transaction, which may be longer than anticipated for various reasons; potential liability resulting from pending or future litigation; changes in the general economic environment, or social or political conditions, that could affect the businesses; the potential impact of the announcement or consummation of the Proposed Transaction on relationships with customers, suppliers, competitors, management and other employees; the ability to hire and retain key personnel; reliance on and integration of information technology systems; the risks associated with assumptions the parties make in connection with the parties critical accounting estimates and legal proceedings; the volatility of oil, gas and natural gas liquids (NGL) prices; uncertainties inherent in estimating oil, gas and NGL reserves; the impact of reduced demand for our products and products made from them due to governmental and societal actions taken in response to the COVID-19 pandemic; the uncertainties, costs and risks involved in Devons and WPXs operations, including as a result of employee misconduct; natural disasters, pandemics, epidemics (including COVID-19 and any escalation or worsening thereof) or other public health conditions; counterparty credit risks; risks relating to Devons and WPXs indebtedness; risks related to Devons and WPXs hedging activities; competition for assets, materials, people and capital; regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to environmental matters; cyberattack risks; Devons and WPXs limited control over third parties who operate some of their respective oil and gas properties; midstream capacity constraints and potential interruptions in production; the extent to which insurance covers any losses Devon or WPX may experience; risks related to investors attempting to effect change; general domestic and international economic and political conditions, including the impact of COVID-19; and changes in tax, environmental and other laws, including court rulings, applicable to Devons and WPXs business.
In addition to the foregoing, the COVID-19 pandemic and its related repercussions have created significant volatility, uncertainty and turmoil in the global economy and Devons and WPXs industry. This turmoil has included an unprecedented supply-and-demand imbalance for oil and other commodities, resulting in a swift and material decline in commodity prices in early 2020. Devons and WPXs future actual results could differ materially from the forward-looking statements in this communication due to the COVID-19 pandemic and related impacts, including, by, among other things: contributing to a sustained or further deterioration in commodity prices; causing takeaway capacity constraints for production, resulting in further production shut-ins and additional downward pressure on impacted regional pricing differentials; limiting Devons and WPXs ability to access sources of capital due to disruptions in financial markets; increasing the risk of a downgrade from credit rating agencies; exacerbating counterparty credit risks and the risk of supply chain interruptions; and increasing the risk of operational disruptions due to social distancing measures and other changes to business practices. Additional information concerning other risk factors is also contained in Devons and WPXs most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings.
Many of these risks, uncertainties and assumptions are beyond Devons or WPXs ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Nothing in this communication is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per share of Devon or WPX for the current or any future financial years or those of the combined company will necessarily match or exceed the historical published earnings per share of Devon or WPX, as applicable. Neither Devon nor WPX gives any assurance (1) that either Devon or WPX will achieve their expectations, or (2) concerning any result or the timing thereof, in each case, with respect to the Proposed Transaction or any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future financial results.
All subsequent written and oral forward-looking statements concerning Devon, WPX, the Proposed Transaction, the combined company or other matters and attributable to Devon or WPX or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Devon and WPX assume no duty to update or revise their respective forward-looking statements based on new information, future events or otherwise.