Crosstex Energy, Inc. (NASDAQ: XTXI) and Crosstex Energy, L.P.
(NASDAQ: XTEX) (collectively “Crosstex”) today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (“HSR”), has expired in connection with the
previously announced combination of substantially all of the U.S.
midstream assets owned by Devon Energy Corporation (NYSE: DVN)
(“Devon”) with Crosstex’s assets to form a new midstream business.
Expiration of the HSR waiting period satisfies one of the
conditions to the closing of the business combination.
The business combination is expected to close in the first
quarter of 2014, subject to certain other conditions set forth in
the merger agreement and contribution agreement, including approval
by stockholders of Crosstex Energy, Inc. and other customary
closing conditions.
About the Crosstex Energy
Companies
Crosstex Energy, L.P. (NASDAQ: XTEX) is an integrated midstream
energy partnership headquartered in Dallas that offers diversified,
tailored customer solutions spanning the energy value chain with
services and infrastructure that link energy production with
consumption. XTEX operates approximately 3,500 miles of natural
gas, natural gas liquids and oil pipelines, 10 natural gas
processing plants and four fractionators, as well as barge and rail
terminals, product storage facilities, brine disposal wells and an
extensive truck fleet. XTEX has the right platform, the right
opportunities and the right people to pursue its growth-focused
business strategy.
Crosstex Energy, Inc. (NASDAQ: XTXI) owns the general
partner interest, the incentive distribution rights and a portion
of the limited partner interests in Crosstex Energy, L.P. as well
as the majority interest in E2, a services company focused on the
Utica Shale play in the Ohio River Valley.
Additional information about the Crosstex companies can be found
at www.crosstexenergy.com.
Additional Information and Where to Find It
This press release contains information about the proposed
merger involving a Devon entity and a Crosstex entity. In
connection with the proposed merger, New Public Rangers, L.L.C. has
filed with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 that includes a proxy
statement/prospectus for the Crosstex stockholders. Crosstex will
mail the final proxy statement/prospectus to its stockholders.
Investors and stockholders are urged to read the proxy
statement/prospectus and other relevant documents filed or to be
filed with the SEC. These documents (when they become available),
and any other documents filed by Crosstex or Devon with the SEC,
may be obtained free of charge at the SEC’s website, at
www.sec.gov. In addition, shareholders will be able to obtain free
copies of the proxy statement/prospectus from Crosstex Energy, Inc.
by contacting Investor Relations by mail at Attention: Investor
Relations, 2501 Cedar Springs, Dallas, Texas 75201.
Participants in the Solicitation
Devon, Crosstex and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from
the stockholders of Crosstex Energy, Inc. in respect of the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the stockholders of Crosstex Energy, Inc. in
connection with the proposed transaction, including a description
of their direct or indirect interests, by security holdings or
otherwise, is set forth in the preliminary proxy
statement/prospectus filed with the SEC. Information regarding
Crosstex Energy, Inc.’s directors and executive officers is
contained in its Annual Report on Form 10-K for the year ended
December 31, 2012, which is filed with the SEC. Information
regarding Devon’s directors and executive officers is contained in
its Annual Report on Form 10-K for the year ended December 31,
2012, which is filed with the SEC.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Although these
statements reflect the current views, assumptions and expectations
of Devon’s and Crosstex’s management, the matters addressed herein
involve certain risks and uncertainties that could cause actual
activities, performance, outcomes and results to differ materially
than those indicated. Such forward-looking statements include, but
are not limited to, statements about future financial and operating
results, objectives, expectations and intentions and other
statements that are not historical facts. Factors that could result
in such differences or otherwise materially affect Devon’s,
Crosstex’s or the new company’s financial condition, results of
operations and cash flows include, without limitation,(a) failure
to consummate the transactions due to unsatisfied closing
conditions with respect the transactions or failure to obtain
regulatory approval for the transactions, (b) the risk that the new
company will not be integrated successfully or that such
integration will take longer than anticipated, (c) the possibility
that expected synergies will not be realized, or will not be
realized within the expected timeframe, (d) fluctuations in oil,
natural gas and NGL prices, (e) the extent and success of drilling
efforts, as well as the extent and quality of hydrocarbon volumes
produced within proximity of our assets, (f) failure or delays by
customers in achieving expected productions in their projects, (g)
competitive conditions in our industry and their impact on our
ability to connect hydrocarbon supplies to our assets, (h) actions
or inactions to or non-performance by third parties, including
suppliers, contractors, operators, processors, transporters and
customers, (i) our ability to consummate future acquisitions,
successfully integrate any acquired businesses, realize any cost
savings and other synergies from any acquisition, (j) changes in
the availability and cost of capital, (k) operating hazards,
natural disasters, weather-related delays, casualty losses and
other matters beyond our control, (l) timely receipt of necessary
government approvals and permits, our ability to control the costs
of construction, including costs of materials, labor and
right-of-way and other factors that may impact our ability to
complete projects within budget and on schedule, (m) the effects of
existing and future laws and governmental regulations, including
environmental and climate change requirements, (n) the effects of
existing and future litigation and (o) risks related to our
substantial indebtedness, as well as other factors disclosed in
Devon’s and Crosstex’s filings with the Securities and Exchange
Commission. You should read Devon’s and Crosstex’s filings with the
Securities and Exchange Commission, including their respective
Annual Reports on Form 10-K for the year ended December 31, 2012
and their Quarterly Reports for the quarters ended March 31, 2013,
June 30, 2013 and September 30, 2013 and other filings made with
the Securities and Exchange Commission. Neither Devon nor Crosstex
assumes any obligation to update these forward-looking
statements.
Crosstex EnergyJill McMillan,
214-721-9271Director of Public & Industry
AffairsJill.McMillan@CrosstexEnergy.com
Crosstex Energy, Inc. (MM) (NASDAQ:XTXI)
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