Filed by Ocean Energy, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Act of 1934
Subject Company: Ocean Energy, Inc.
Commission File No. 1-8094
Devon and Ocean will file a proxy statement/prospectus and other
documents regarding the proposed merger described in this press release with the
Securities and Exchange Commission. Investors and security holders are urged to
read the proxy statement/prospectus when it becomes available, because it will
contain important information about Devon and Ocean and the proposed
transaction. A definitive proxy statement/prospectus will be sent to security
holders of Devon and Ocean seeking their approval of the transaction. Investors
and security holders may obtain a free copy of the definitive proxy
statement/prospectus (when available) and other documents filed by Devon and
Ocean with the SEC at the SEC's web site at www.sec.gov. The definitive proxy
statement/prospectus and other relevant documents may also be obtained free of
cost by directing a request to Devon Energy Corporation, 20 North Broadway,
Oklahoma City, Oklahoma 73102-8260, Attention: Investor Relations, telephone:
(405) 552-4570, e-mail: judy.roberts@dvn.com or to Ocean Energy, Inc, 1001
Fannin Street, Suite 1600, Houston, Texas 77002-6794, Attention: Investor
Relations, telephone: (713) 265-6161, e-mail: ir@oceanenergy.com.
Devon and Ocean and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Devon and Ocean in connection with the merger. Information about
Devon and Ocean and their respective directors and officers can be found in
Devon's and Ocean's respective Proxy Statements and Annual Reports on Form 10-K
filed with the SEC. In addition, information regarding the interests of Ocean's
directors and officers in the merger may be found in the Schedule 14A filed by
Ocean on February 24, 2003. Additional information regarding the interests of
those persons may be obtained by reading the proxy statement/prospectus when it
becomes available.
================================================================================
[DEVON LOGO] [OCEAN LOGO]
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
Telephone: (405) 235-3611
Fax: (405) 552-4667
NEWS RELEASE
================================================================================
DEVON OCEAN
Investor contacts: Zack Hager Scott Winters
(405) 552-4526 (713) 265-6244
Media contacts: Brian Engel Jenna Wright
(405) 228-7750 (713) 265-6609
DEVON ENERGY AND OCEAN ENERGY TO MERGE, CREATING LARGEST
U.S. INDEPENDENT OIL AND GAS PRODUCER
OKLAHOMA CITY AND HOUSTON - FEBRUARY 24, 2003 - Devon Energy Corporation (AMEX:
DVN, TSE:NSX) and Ocean Energy, Inc. (NYSE:OEI) announced today that the two
companies have agreed to merge. The merged company will be named Devon Energy
Corporation and will be headquartered in Oklahoma City. Devon will become the
largest U.S.-based independent oil and natural gas producer with production of
approximately 650,000 equivalent barrels of oil per day, and upon completion of
the merger, will have an enterprise value of approximately $20 billion.
"Combining our two companies creates a balanced portfolio with North
American and international assets, increased oil and gas production capabilities
and greater internal growth opportunities through an active exploration
program," said J. Larry Nichols, Devon's chairman, president and chief executive
officer. "Ocean's high-impact, deepwater projects and complementary management
skills make this a win-win transaction."
"This merger combines the strong North American portfolio of Devon with
the growth profile of Ocean," said James T. Hackett, chairman, president and
chief executive officer of Ocean. "As part of a much larger organization, our
shareholders will benefit from the superior access to capital necessary to
accelerate key exploration and development opportunities. It also provides a
commodity mix weighted positively toward North American natural gas and creates
a better balance between exploration and exploitation, minimizing the risk
associated with high-impact exploration."
MANAGEMENT
Following the merger, Mr. Nichols will retain the positions of chairman
and chief executive officer of Devon. Mr. Hackett will be named president and
chief operating officer. The board of directors will consist of nine members
from Devon and four members from Ocean.
Page 1 of 4
STRATEGIC RATIONALE
o Devon's stable, gas-focused North American assets will be complemented by
Ocean's high-impact international and deepwater development and exploration
projects.
o The transaction creates an entity with a stronger balance sheet and greater
financial flexibility, allowing for acceleration of key exploration
opportunities.
o The companies expect general and administrative cost savings of at least
$50 million annually.
o Devon and Ocean have significant core area overlap that will provide
operational synergies.
COMBINED BUSINESS
o The combined company will produce approximately 2.4 billion cubic feet of
natural gas and approximately 250,000 barrels of oil and natural gas
liquids per day. This will make Devon the largest U.S.-based independent
oil and gas producer.
o Devon will have approximately 2.2 billion barrels of oil equivalent proved
reserves, with 84 percent in North America.
o 90 percent of Devon's worldwide production will be from North America, of
which 69 percent will be natural gas.
o Long-term debt of the combined company will be approximately 52 percent of
total capitalization.
o The combined company worldwide will hold 29 million net undeveloped acres.
o With interests in more than 500 deepwater Gulf of Mexico blocks, Devon will
be the largest independent deepwater Gulf leaseholder.
TERMS AND CONDITIONS
Under the terms of the merger agreement, Ocean's shareholders will
receive 0.414 shares of Devon common stock for each common share of Ocean. The
exchange ratio is based upon the relative market prices of the two securities
over the last 30 trading days. This will require Devon to issue 73.4 million new
shares to Ocean's shareholders. Based upon Devon's closing stock price of $48.23
per share on February 21, 2003, the total value of the stock to be issued will
be approximately $3.5 billion. The aggregate value of the transaction, including
the assumption of Ocean's debt and other obligations, is approximately $5.3
billion. The transaction is expected to be non-taxable to the shareholders of
both companies.
The transaction is subject to approval by the shareholders of both
companies as well as expiration of the Hart-Scott-Rodino waiting period and
other customary closing conditions. Both Devon and Ocean intend to hold special
shareholders' meetings as soon as practicable following completion of regulatory
review.
The agreement between the companies contains reciprocal provisions for
the payment of termination fees under certain circumstances.
The boards of directors of both companies have approved the merger.
Completion of the transaction is expected in the second or third quarter of
2003.
Page 2 of 4
INVESTOR MEETING AND CONFERENCE CALL
Devon and Ocean will discuss this transaction today at a meeting and
conference call with investors and analysts at 9:00 a.m. Central Time (10:00
a.m. Eastern Time). The meeting and conference call will also be available by
webcast. The webcast may be accessed from Devon's homepage at
www.devonenergy.com and from Ocean's homepage at www.oceanenergy.com.
Ocean Energy, Inc. is an independent energy company engaged in the
exploration, development, production, and acquisition of crude oil and natural
gas. North American operations are focused in the shelf and deepwater areas of
the Gulf of Mexico, the Rocky Mountains, Permian Basin, Anadarko, East Texas,
North Louisiana and Gulf Coast regions. Internationally, Ocean holds a leading
position among U.S. independents in West Africa with oil and gas activities in
Equatorial Guinea, Angola, Nigeria and Cote d'Ivoire. The company also conducts
operations in Egypt, the Russian Republic of Tatarstan, Brazil, and Indonesia.
Devon Energy Corporation is an Oklahoma City-based independent energy
company engaged in oil and gas exploration, production and property
acquisitions. Devon ranks among the top five U.S.-based independent oil and gas
producers and is included in the S&P 500 Index. For additional information visit
www.devonenergy.com.
INVESTOR NOTICES
This press release includes "forward-looking statements" as defined by
the Securities and Exchange Commission. Such statements are those concerning the
contemplated transaction and strategic plans, expectations and objectives for
future operations. All statements, other than statements of historical facts,
included in this press release that address activities, events or developments
that the companies expect, believe or anticipate will or may occur in the future
are forward-looking statements. This includes completion of the proposed
transaction, realization of expected synergies from the transaction, reserve
estimates, future financial performance, future equity issuance and other
matters. These statements are based on certain assumptions made by the companies
based on their experience and perception of historical trends, current
conditions, expected future developments and other factors they believe are
appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control of
the companies. Statements regarding future production are subject to all of the
risks and uncertainties normally incident to the exploration for and development
and production of oil and gas. These risks include, but are not limited to,
inflation or lack of availability of goods and services, environmental risks,
drilling risks and regulatory changes. Investors are cautioned that any such
statements are not guarantees of future performance and that actual results or
developments may differ materially from those projected in the forward-looking
statements.
Devon and Ocean will file a proxy statement/prospectus and other
documents regarding the proposed merger described in this press release with the
Securities and Exchange Commission. Investors and security holders are urged to
read the proxy statement/prospectus when it becomes available, because it will
contain important information about Devon and Ocean and the proposed
transaction. A definitive proxy statement/prospectus will be sent to security
holders of Devon and Ocean seeking their approval of the transaction. Investors
and security holders may obtain a free copy of the definitive proxy
statement/prospectus (when available) and other documents filed by Devon and
Ocean with the SEC at the SEC's web site at www.sec.gov. The definitive proxy
statement/prospectus and other relevant documents may also be obtained free of
cost by directing a request to Devon Energy
Page 3 of 4
Corporation, 20 North Broadway,
Oklahoma City, Oklahoma 73102-8260, Attention: Investor Relations, telephone:
(405) 552-4570, e-mail: judy.roberts@dvn.com or to Ocean Energy, Inc, 1001
Fannin Street, Suite 1600, Houston, Texas 77002-6794, Attention: Investor
Relations, telephone: (713) 265-6161, e-mail: ir@oceanenergy.com.
Devon and Ocean and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Devon and Ocean in connection with the merger. Information about
Devon and Ocean and their respective directors and officers can be found in
Devon's and Ocean's respective Proxy Statements and Annual Reports on Form 10-K
filed with the SEC. Additional information regarding the interests of those
persons may be obtained by reading the proxy statement/prospectus when it
becomes available.
###
Page 4 of 4
FROM: Company Bulletin
SENT: Monday, February 24, 2003 2:15 AM
TO: zzOcean Energy (All Users)
SUBJECT: Ocean announces plans to merge with Devon Energy
IMPORTANCE: High
This morning, following unanimous approval by both companies' boards of
directors, Ocean Energy and Devon Energy announced their plans to merge to
create the largest U.S.-based independent oil and natural gas producer. The
Ocean Intranet homepage has been dedicated to providing employees with
information about the merger and to address questions throughout the process.
Please visit the site at http://intranet for:
- the press release that was issued this morning to announce the deal
- a letter and video message to Ocean employees from CEO Jim Hackett
- a memo to all Ocean employees from Devon CEO Larry Nichols
- a Q&A with some answers to anticipated questions about the transaction,
the resulting combined company and other issues we know are important
to you
- information for joining a webcast that executives from both companies
are hosting with the financial community this morning at 9 a.m.
Central time
If you are unable to access the Intranet, please reply to this message so other
arrangements can be made to deliver this information to you.
Employee meetings in Houston and Lafayette will be held with both companies'
CEOs on Wednesday and Thursday, respectively. More information about the times
and locations of those meetings will be announced soon. Videotapes of the
Houston meeting will be sent to all field offices.
Employees are also encouraged to use the Intranet suggestions box to submit
questions about the merger. Answers will be added to the Q&A on the Intranet,
and if time permits questions submitted via the Intranet that can be addressed
at this early point in the process will be answered at the all-employee
meetings.
Ocean is committed to communicating openly and frequently with employees about
the progress of the merger and decisions affecting the combined company,
recognizing the constraints placed on communication of sensitive information by
both prudent judgment and SEC regulations. Decisions about employee assignments
will not be made until the anticipated closing date in May or June, so the
updates will only include progress on merger approvals. Please check the
Intranet homepage regularly for updated information, and expect frequent e-mail
announcements to alert you to new postings available there.
[OCEAN ENERGY LOGO]
February 24, 2003
Dear Ocean Fellow Employees:
This morning we announced that the Ocean and Devon boards of directors have
unanimously approved an agreement in which the two companies will merge to
create the largest U.S. independent oil and natural gas producer. The combined
company will be of the size and scope to accelerate the growth of the valuable
asset base that has been developed by Ocean in the last four years. The merger
significantly increases Ocean's capital resources and cash flow, and improves
our credit ratings and balance sheet flexibility. The new company will be
positioned as a leader in a number of important areas:
o The largest independent natural gas producer in the United States,
o The third largest independent natural gas producer in Canada,
o One of the largest producers of natural gas liquids, and
o The largest independent leaseholder in the deepwater Gulf of Mexico.
Since boards of directors of both companies have unanimously approved the
merger, the next step in the process is shareholder approval, which we
anticipate will occur in May or June, followed immediately by the closing.
The combined company will retain the name Devon Energy Corporation and continue
to be based in Oklahoma City. Its chairman and CEO will be Larry Nichols, and I
will serve as president and chief operating officer. The company will retain and
expand its presence in Houston, where Devon currently has 600 employees.
We have dedicated the Ocean Intranet homepage solely to providing employees with
information about the merger and to address questions throughout the process.
The press release detailing the transaction and its benefits and a link to the
slides from an investor presentation that is being made in New York this morning
are also located there. Employees can listen to a live webcast of this
presentation at 9 a.m. Central time today by logging onto the homepage of
www.oceanenergy.com. In addition, Larry and I will hold employee meetings in
Houston and Lafayette on Wednesday and Thursday, respectively, following our
meetings today and tomorrow with the investment community, to discuss our vision
for the new organization and to personally respond to questions. I apologize
that I could not be here in person to deliver this message.
Over the last three years, Ocean has become a leader in deepwater exploration
and development with a premier position in the Gulf of Mexico and West Africa.
Exploration and exploitation programs on North American onshore and Gulf shelf
properties have provided the steady cash flow to develop one of the best
internal growth profiles among independents. This merger will provide the access
to additional capital necessary to fully take advantage of opportunities in both
conventional and high-impact areas.
It has been the people of Ocean that have created this opportunity to merge into
a world-class enterprise, and the high level of talent within the organization
will be critical to the success of the combined company. Retaining and rewarding
employees is a vital part of our merger strategy. As we begin this
time-consuming merger process, we ask that individuals delay any career
decisions until we are able to develop our new structure and communicate the
pertinent facts related to each personal situation. Personnel announcements will
begin to be made only when the merger closes in the May or June timeframe. In
the interim, please stay focused on achieving current business objectives and
goals.
This begins a new chapter in our history as we become part of a larger entity
with a wider breadth of opportunities and resources. I am proud to be a part of
the Ocean team as we begin a new future as Devon Energy.
/s/ Jim Hackett
Jim Hackett
Chariman, President and
Chief Executive Officer
MERGER QUESTIONS AND ANSWERS FOR OCEAN EMPLOYEES
THE TRANSACTION
Q. WHAT IS THE PROPOSED MERGER STRUCTURE?
A. Under the proposed agreement, Ocean will merge into a subsidiary of Devon.
The transaction involves offering Ocean shareholders 0.414 Devon common
shares for each Ocean share owned. That results in Ocean shareholders
owning approximately 32 percent of the combined company. The structure
allows for continuing representation of Ocean's directors and management.
Q. WHY IS THIS DEAL IN THE BEST INTEREST OF OCEAN'S SHAREHOLDERS IF DEVON IS
PAYING SUCH A SMALL PREMIUM?
A. The merger creates an organization with the scale and scope to deliver
strong internal growth and enhanced shareholder value. Ocean's ability to
realize the full potential of its high-impact assets has been limited by
constrained capital and cash flow. This merger significantly increases
capital resources and cash flow, providing the opportunity to accelerate
the drilling of Ocean's exploration inventory and its onshore and shelf
exploitation opportunities. The merger also improves Ocean's credit ratings
and balance sheet flexibility. Following the merger, the new organization
will be:
- the largest U.S. independent oil and gas producer with daily
production of approximately 650,000 barrels of oil equivalent and
estimated proved reserves of 2.2 billion barrels of oil
equivalent,
- one of the largest U.S. natural gas liquids producers among E&P
companies,
- the largest deepwater leaseholder among independents in the Gulf
of Mexico,
- a company with an enterprise value in excess of $20 billion.
Q. WHY DO THESE TWO COMPANIES MAKE THE MOST SENSE FOR A MERGER?
A. Based on the size, asset portfolios, production mixes, long-term strategies
and financial standings of both companies, merging them into one
organization yields operational and financial benefits neither is capable
of achieving independently in the near-term. Devon and Ocean in particular
are a good fit because of the complementary assets in their core operating
areas, including onshore North America, the Gulf of Mexico, West Africa and
Brazil. In addition, both companies gain strengthened leadership and talent
bases that are immediately applicable to their existing asset bases and
project inventories.
Q. DID OCEAN CONSIDER OTHER CANDIDATES FOR A MERGER?
A. Ocean has always sought opportunities to improve its business through
expansion of existing businesses, or combinations with other companies,
whether as an acquirer or as part of a larger organization.
1
Q. HOW LONG HAVE THE TWO COMPANIES BEEN DISCUSSING A POSSIBLE MERGER?
A. Ocean and Devon have been discussing a potential transaction for almost
four months, but each company has separately evaluated the other's
operations for years given the consolidation trend in the industry and a
common desire to grow shareholder value and financial and operational
scope.
Q. WHAT IS THE TIMETABLE FOR MERGING THE TWO COMPANIES?
A. Each company's board of directors has already approved the merger. The deal
is now subject to standard review and approval by the Federal Trade
Commission and Securities Exchange Commission, as well as approval by Devon
and Ocean shareholders. The process is expected to take at least three
months to complete, with the merger anticipated to close in May or June.
Q. IS THE TRANSACTION TAX-FREE TO SHAREHOLDERS?
A. Yes. It is a stock-for-stock transaction that is structured to be tax-free
to shareholders.
Q. WHO ARE OCEAN'S ADVISERS IN THE MERGER?
A. Deutsche Bank served as Ocean's financial advisers, and Vinson & Elkins
acted as the company's legal adviser.
TRANSITION ISSUES
Q. HOW WILL THE MERGER IMPACT THE EXECUTIVE STRUCTURE OF OCEAN?
A. No impact will occur until the merger closes in May or June. Thereafter,
Devon's Chairman, President and Chief Executive Officer Larry Nichols will
serve as chairman and CEO of the combined company's board. Jim Hackett will
be president and chief operating officer of Devon.
Q. WILL ANY OCEAN DIRECTORS SERVE ON THE BOARD OF THE NEW COMBINED COMPANY?
A. It is expected that the board will be comprised of four Ocean directors and
nine Devon directors.
Q. WHEN DOES THE NEW COMPANY ANTICIPATE THAT IT WILL MAKE ANNOUNCEMENTS ABOUT
ADDITIONAL ORGANIZATIONAL CHANGES?
A. Further organizational changes will not be made until the closing of the
transaction. The combined company's headquarters will remain in Devon's
current corporate office in Oklahoma City, but Devon has and will retain a
strong presence in Houston.
2
We will make every effort to keep employees fully informed about the
progress of the merger, recognizing the constraints placed on communication
of sensitive information by both prudent judgment and SEC regulations.
Q. HOW WILL THE MERGER AFFECT OCEAN'S FIELD AND DIVISION OFFICES, PARTICULARLY
THE LAFAYETTE OFFICE?
A. The new company will conduct a thorough review of its combined assets and
supporting infrastructures, including all field and divisional offices such
as Lafayette. Any changes will be based on first retaining the best
employee talent possible and then achieving the most efficient operational
structure for managing assets.
Q. HOW WILL THE COMBINED COMPANY REALIZE THE ANNUAL G&A COST SAVINGS OF AT
LEAST $50 MILLION THAT WERE ANNOUNCED IN THE PRESS RELEASE?
A. The two companies have identified significant savings through the
elimination of redundant administrative expenses and operational support
activities.
Q. WHAT IS THE TIME FRAME FOR REALIZING THESE SAVINGS?
A. The new company expects to achieve the savings within approximately 18
months after the merger closes.
Q. HOW WILL THE MERGER AFFECT OCEAN'S SUBSIDIARIES?
A. At this time the transaction will result only in a merger of Ocean into a
subsidiary of Devon, and no decisions have been made yet about operating
subsidiaries of each company. However, in order to achieve operating
efficiencies and to simplify the subsidiary structure, the possibility of
combining and renaming certain operating subsidiaries will be carefully
reviewed.
STAFFING
Q. ARE LAYOFFS ANTICIPATED, AND IF SO, HOW MANY ARE ESTIMATED AT THIS POINT?
A. A portion of the estimated $50 million cost savings from the merger is
attributable to personnel reductions due to overlap between the two
companies. Management fully realizes the difficulty such uncertainty
creates for employees, but urges them to keep focused on business
objectives during this transitional period. The company is committed to
communicating openly and in a timely manner when decisions are made, and to
treating everyone fairly throughout the process. Importantly, no further
personnel announcements will be made until the merger closes due to the
need to protect both companies' assets and shareholder interests.
3
Q. IF THERE ARE LAYOFFS, WILL SEVERANCE PACKAGES BE OFFERED TO AFFECTED
EMPLOYEES?
A. Yes, the Ocean 2001 Change of Control Severance Plan will become effective
at the close of the transaction. A summary of the Change of Control
Severance Plan is available in the Human Resources section of the Intranet
on the Summary Plan Descriptions page under Benefits.
Devon and Ocean have agreed to amend the Plan before the merger closing to
clarify that a transfer between Devon and a subsidiary, or between two
subsidiaries, will not trigger severance unless the transfer results in an
"involuntary termination" as defined by the Plan.
Employees who hold stock options and are involuntarily terminated under the
Plan will have one year from the date of termination to exercise their
options, which become fully vested on the date the merger closes.
Q. WILL DEVON AND OCEAN EMPLOYEES HAVE TO COMPETE FOR JOBS IN THE COMBINED
COMPANY?
A. The intellectual capital that both Devon and Ocean bring to the transaction
through the talents and skill sets of their employees is a significant
benefit of the merger. In certain functions of the business, there will be
redundancies in those skill sets that will require organizational changes.
However, the company is committed to retaining the best people and talent
to meet the needs of the new organization, regardless of affiliations with
Devon or Ocean.
Q. HOW WILL STAFFING AT VARIOUS LEVELS THROUGHOUT THE COMPANY BE DETERMINED?
A. The combined leadership will be deciding on this approach, but it will
involve determining the combined company's staffing needs given its
expanded size and asset base, and then conducting a careful review of
current resources at both Devon and Ocean to identify any gaps or overlaps
in those needs.
Q. WHAT WILL HAPPEN TO OVERLAPPING POSITIONS?
A. Overlap alone will not mean reductions because in some areas the company
may need to expand its personnel to support certain functions or projects.
However, where unnecessary redundancies are identified, the new company
will restructure to maintain operational and cost efficiency. When work
force reductions are involved, those employees who are impacted will be
communicated with openly and treated as fairly as possible.
4
BENEFITS
Q. HOW WILL THE MERGER AFFECT THE ORS PLAN?
A. The merger will treat Ocean stock held through the company's ORS Plan the
same way it treats Ocean stock owned outright. Ocean stockholders will
receive 0.414 Devon common shares for each share of Ocean stock they own.
Ocean's retirement savings plan will not automatically vest as a result of
the merger, but Ocean service will be recognized by Devon. The Ocean
retirement savings plan will be maintained by Devon through 2003, and an
annual discretionary contribution will be made at the same level as was
made to eligible employees in 2002. For effect in 2004 and beyond, the
retirement savings plans offered by both Ocean and Devon will be carefully
reviewed to determine which plans best meet the needs of employees and the
financial goals of the new company.
Q. HOW WILL THE MERGER AFFECT OCEAN'S GROUP INSURANCE PLANS (I.E. MEDICAL,
DENTAL, VISION, ETC.)?
A. The plans in place today will continue through 2003. A careful review of
all plans offered by both Ocean and Devon will be conducted to determine
which plans best meet the needs of employees and the financial goals of the
new company. Any changes to these plans will be communicated as soon as
information is available.
Q. WHAT IF I HAVE MEDICAL OR DENTAL APPOINTMENTS SCHEDULED WITHIN THE NEXT
COUPLE OF MONTHS?
A. Employees and their covered dependents should continue to utilize their
benefits just as they have in the past. No changes have been made to
Ocean's current plans.
Q. WHAT WILL HAPPEN TO EMPLOYEE CONTRIBUTIONS BEING WITHHELD FOR THE CURRENT
PERIOD OF THE EMPLOYEE STOCK PURCHASE PLAN THAT IS DUE TO CLOSE ON JUNE 30?
A. The current offering period under the purchase plan is scheduled to close
on June 30, 2003. It is currently expected that this date will be moved up
to a date prior to the effective date of the merger closing. Employees will
be informed in advance of the new closing date of the offering period and
will be given the opportunity to make a lump-sum deposit in lieu of the
payroll deductions that would have otherwise been made. OEI shares will be
purchased after the offering period is closed at the lesser of 85 percent
of the stock price on the first day or last day of the offering period.
Upon closing of the merger, those OEI shares held in employees' stock
purchase plan accounts will be converted to Devon shares at a ratio of
0.414 Devon common shares for each share of Ocean stock, the same ratio as
provided in the merger agreement for all outstanding common stock. The
employee stock purchase plan will not be continued beyond the closing date
of the merger.
5
COMPENSATION
Q. HOW WILL THE NEW ORGANIZATION'S COMPENSATION PROGRAM BE DESIGNED?
A. The compensation programs from both organizations will be formally reviewed
with the objective of achieving the right program design that will continue
to attract and retain the people the merged company needs to achieve its
business objectives.
Q. HOW WILL STOCK OPTIONS AND RESTRICTED STOCK BE AFFECTED BY THE MERGER?
A. All outstanding stock options and restricted shares granted prior to the
date of the change of control become automatically fully vested on the date
of the merger. The merger agreement effectively treats Ocean options the
same way it treats Ocean stock owned outright. Ocean options will be
converted to 0.414 Devon options for each Ocean option share held, and the
Ocean exercise price will be divided by 0.414. The term (expiration date)
of each option grant will not be affected.
Q. WILL THE COMPANY IMPOSE A BLACK OUT PERIOD WITH RESPECT TO EXERCISING STOCK
OPTIONS?
A. No blackout period is anticipated, but the company's insider trading policy
will continue to apply.
Q. WHAT WILL BE THE EXCHANGE RATIO OF STOCK BETWEEN THE TWO MERGED COMPANIES?
A. For every share of Ocean stock owned, Ocean shareholders will receive 0.414
shares of Devon.
COMBINED COMPANY
Q. WHERE WILL THE NEW COMPANY BE HEADQUARTERED?
A. Devon will be headquartered in Oklahoma City.
Q. WHERE WILL SHARES BE TRADED AFTER THE MERGER?
A. The company's common stock will trade on the American Stock Exchange under
the existing Devon symbol DVN once the merger is closed. Prior to closing,
Ocean's common stock will continue to trade on the New York Stock Exchange.
Q. HOW DO THE CULTURES OF THE TWO COMPANIES COMPARE?
A. Both Devon and Ocean have been driven by growth and are committed to
creating shareholder value. The two companies also have similar values of
candor and doing what's right. The new company will be well positioned to
grow through its expanded presence in North America, the Gulf of Mexico and
internationally.
6
Q. DOES THE COMBINED COMPANY HAVE PLANS TO EXPAND FURTHER?
A. Devon has established a track record of aggressive growth. We expect that
to continue, if the company's operational and financial positions, as well
as market conditions and growth opportunities, are right. Over the past
decade, Devon has completed several mergers and acquisitions that
significantly grew the company, including the acquisition of PennzEnergy in
1999 that more than doubled the size of the company and positioned it as a
top 10 U.S. independent. In 2000 it moved into the top five U.S.
independent ranking by merging with Santa Fe Snyder, followed by the
acquisition of Anderson Exploration in 2001 to expand its North American
position. In 2002, Devon acquired Mitchell Energy & Development
Corporation.
Q. DOES THE MERGER CREATE ANY EXPLORATION OR OPERATIONAL REDUNDANCIES THAT
COULD LEAD TO ASSET DIVESTITURES?
A. Independent of each other, Devon and Ocean have continuously evaluated
their asset bases to ensure capital is dedicated to the best rate-of-return
projects. That commitment will continue, with the combined assets being
evaluated against an increased capital budget and a larger pool of
projects. This may result in changes to capital allocations and exploration
plans, as well as divesting certain assets that may not be as attractive
when weighed against the expanded opportunities.
Q. WHAT WILL BE THE COMBINED COMPANY'S DEBT-TO-CAPITALIZATION RATIO?
A. The new company's net long-term debt-to-total capitalization ratio will be
approximately 52 percent, compared to Ocean's current debt-to-cap ratio of
48 percent. Given the current commodity price environment, it is
anticipated that the combined company's ratio could be below 50 percent by
year-end. The bigger company is expected to have a stronger credit rating
than Ocean does on a stand-alone basis.
Q. WHAT IS DEVON'S CURRENT DIVIDEND STRUCTURE? WHAT WILL BE THE DIVIDEND
POLICY OF THE NEW COMPANY?
A. Devon currently pays its stockholders a quarterly dividend of $.05 per
share. Future dividend payments will be determined on a quarterly basis by
the board of directors, and will depend on earnings, financial condition,
capital requirements and other factors.
7
DEVON
Q. HOW MANY EMPLOYEES DOES DEVON HAVE?
A. Devon currently employs approximately 3,450 people worldwide with 600 of
those in Houston among three offices. Two of those are located downtown in
Devon Energy Tower at 1200 Smith Street and Three Allen Center at 333 Clay
Street, with the third Houston office in The Woodlands.
Q. WHERE IS DEVON CURRENTLY HEADQUARTERED?
A. Oklahoma City.
Q. BESIDES ITS HEADQUARTERS OFFICE IN OKLAHOMA, WHERE ELSE DOES DEVON HAVE
OFFICES?
A. In addition to Devon's headquarters office in Oklahoma City, the company
has another office there for its Central and Western divisions. Devon
currently manages its Gulf of Mexico and international assets from downtown
Houston locations, and the marketing and midstream division has employees
in The Woodlands area in north Houston and in Calgary. The Canadian
division of the company is based in Calgary.
Q. WHAT IS THE GEOGRAPHIC SPREAD OF DEVON'S OPERATIONS?
A. Devon ranks among the top-five U.S.-based independent oil and gas producers
and is one of the largest independent processors of natural gas and natural
gas liquids in North America, with properties in the Gulf of Mexico, Canada
and the major basins of the U.S. Devon also has operations in Brazil, West
Africa, Azerbaijan and China. The presentation made to investors by
executives from both Ocean and Devon that is available on the Intranet, as
well as the operations section of the Devon Web site at
www.devonenergy.com, provide more detail into the company's assets and
operational strategies.
8
Good morning, everyone. I apologize that I cannot be here today in person to
discuss in detail our plans for Ocean to merge with Devon Energy Corporation.
I am here in New York where we publicly announced today the creation of the
largest U.S. independent oil and natural gas producer. The press release, a
letter to employees and other materials have been posted on the homepage of our
Intranet. This information explains why we are excited about the new company and
the opportunities it will provide to our employees and shareholders.
In addition, please listen to the webcast that is being conducted with the
investment community and review the slides that are posted. It will help you
understand why we have taken this step.
It is thanks to the good works of the whole employee team at Ocean that the
company has the ability to reach this historic milestone today.
I realize that mergers by their very nature bring unavoidable tension,
speculation and concerns about future employment, the
work environment and pay practices. There will also be some sadness at the fact
that Ocean Energy as a separate entity will not be continuing. As I have told
you many times, Ocean is a very special place with very special people. It
continues to be an honor and privilege to work with such a dedicated and
talented group of people, and we will try to maintain as many of the positive
features of Ocean as possible.
We have a rare opportunity to carry the ideals and systems that have been at the
heart of our success to a larger entity with the breadth and scope to unleash
the potential of our assets and our people. I am eager to assume a new role as
president and chief operating officer. The chairman and chief executive officer
of the new entity, Larry Nichols, is highly regarded by the industry as a
business leader and as an individual.
Our new company will be:
o The largest (independent) natural gas producer in North America,
o The third largest independent natural gas producer in Canada,
o The largest independent leaseholder in the deepwater Gulf of Mexico,
o One of the largest producers of natural gas liquids, and
o A company with a stronger balance sheet and greater financial flexibility.
While our company will be headquartered in Oklahoma City, it will continue to
base a significant portion of its operations in Houston, where Devon currently
has approximately 600 employees.
We will hold employee meetings in Houston and Lafayette to discuss in detail the
planned merger and to answer your questions. This session will be videotaped and
shared with all of our field locations. In the meantime, we have attempted to
provide as much information as allowable in the postings on the Intranet. As
more news becomes available, it will be added. We will continue to communicate
progress through the course of this merger approval process.
As we enter a new chapter in our history, I urge you to remain positive during
this transition. Thank you for all of your hard work in the past, and in the
future.
I look forward to seeing you later this week.
[DEVON LOGO]
- -------------------------------------------------------------------------------
Devon Energy Corporation
20 North Broadway
Oklahoma City, Oklahoma 73102-8260
MEMORANDUM
TO: Ocean Employees
FROM: J. Larry Nichols
DATE: February 24, 2003
RE: Merger Announcement
- -------------------------------------------------------------------------------
I know that Jim has already shared with you the announcement of our intentions
to merge our two companies. There is not a lot I can add concerning the
transaction itself. However, I do want to express personally my excitement about
the future of our combined organization. Jim is a strong, well-respected leader
in the industry and on Wall Street and we are proud to welcome him as our new
president and chief operating officer. I realize that no person can earn such a
reputation alone. The highly talented and dedicated employees of Ocean have
built the organization into the strong growing company that it is today.
We are fully aware of the number of concerns that come with this announcement.
While we may not have answers to many of your questions now, we ask for your
patience and consideration as we move through the next few months. We promise
to communicate often and openly with you as we endeavor to complete this
process. One of our key corporate values at Devon is honesty and integrity.
Please give us the opportunity to prove to you that we will make thoughtful
decisions using the utmost integrity.
It is our intent to maintain a strong presence in Houston, were Devon's Gulf
and International Divisions are currently based.
I look forward to meeting with you and hope to address some of your issues or
concerns at our employee meetings later this week. Thank you in advance for
your support and welcome to our team.
[OCEAN ENERGY LOGO]
February 24, 2003
Dear Management Team,
Today Ocean and Devon have announced their intention to merge and become the
largest U.S. independent oil and natural gas exploration and production
company. The combined company will retain the name Devon Energy and be
headquartered in Oklahoma City with a significant technical and commercial
presence in Houston. Upon completion of the merger, the company will have an
enterprise value of approximately $20 billion. We will be part of a company
with the scope and scale to access the capital required to develop our growth
opportunities and with complementary assets to position us as leaders in almost
every geographic region where we operate. We will strike a better balance
between exploitation and exploration opportunities by adding a much stronger
exploitation base from Devon. In addition, we will be the largest independent
producer of natural gas in the United States with the financial upside that
comes from exposure to enhanced commodity prices.
As a management team, we have long recognized that Ocean might take advantage
of a merger opportunity in order to fully realize the value of our high-impact
portfolio and build greater stockholder value in the future. However, we also
know that such a move -- no matter how beneficial to the organization in the
future -- creates a certain amount of unavoidable uncertainty and tension in
the short term. Given that we will not be announcing decisions about personnel
or the location of field and divisional offices for the combined company until
May or June (the anticipated closing dates), it is critical that today and in
the coming weeks we communicate effectively and as frequently as necessary with
our staffs to reiterate the strategic benefits of the merger and my announced
role as president and chief operating officer of the combined company. Also,
everyone needs to keep focused on 2003 Ocean goals as we await transaction
approval.
The following materials are attached here or posted to the homepage of the
Intranet site to develop your understanding of the merits of the new company
and to immediately address employee issues and concerns:
o The press release that was publicly issued early this morning,
o Strategic rationale about the benefits of the merger,
o A letter to employees,
o Anticipated employee questions with answers, and
o Slides from the presentation to be made to investors this morning.
STRATEGIC RATIONALE FOR THE MERGER
The combined company creates the largest North American independent oil and gas
exploration and production company
- - Enterprise value in excess of $20 billion.
- - Estimated proved reserves of 2.2 billion barrels of oil equivalent and
production volumes of approximately 2.4 billion cubic feet of natural gas
and 250,000 barrels of oil and natural gas liquids per day.
- - Largest independent deepwater leaseholder in the Gulf of Mexico
- - 29 million net undeveloped acres worldwide
The combined company creates a diverse and synergistic asset base in North
America and internationally.
- - Third largest independent gas producer in Canada
- - Overlapping core areas in Rocky Mountain, Mid-Continent, Permian Basin,
Gulf of Mexico/Gulf Coast regions
- - High potential acreage in MacKenzie Delta and Beaufort Sea
- - Significant overlapping exploratory assets in West Africa, Brazil and the
deepwater Gulf of Mexico
- - International production from Equatorial Guinea, Egypt, Azerbaijan, Egypt,
Gabon, Cote d'Ivoire and Russia
- - One of the largest U.S. natural gas liquids producers
The merger creates an organization with the scale and scope designed to deliver
strong internal growth and enhance shareholder value. -- Improved financial
ratios and capital access -- Improved natural gas marketing clout -- At least
$50 million in annual cost savings
In addition, a live webcast to discuss the merger with the investment community
is scheduled for 9 a.m. Central time today. It can be accessed from the homepage
of www.oceanenergy.com. Larry Nichols, the new chairman and chief executive
officer, and I will host employee meetings in Houston and Lafayette on Wednesday
and Thursday, respectively, to discuss with the workforce the strategic
rationale behind the merger and to answer employee questions. Videotapes of the
Houston meeting will be sent to all field offices.
Please accept my apology that this message could not be delivered personally to
you. Confidentiality requirements did not allow us to discuss this before
release to the public. However, I know that your leadership will be essential in
reducing employee tension and helping to shape a positive employee attitude and
maintain staff morale throughout the merger process.
I also want to take this opportunity to thank you for your personal contribution
to our "wave of success" the past four years. It has been the collective talent
and dedication of our management team and employees that have helped make this
opportunity possible. While our organizational structure will inevitably change
with this merger, as I mentioned, no further announcements about personnel will
be made until after closing. This is to protect our ability to perform as a
standalone company in the remote event the merger is not closed. Thank you for
your help on this important matter. This is when our employee team really needs
your counsel and encouragement.
/s/ Jim Hackett
Jim Hackett
Chairman, President and
Chief Executive Officer