EXHIBIT 99.1
NEWS RELEASE
Investor Relations Contacts:
Susan Spratlen or Chris Paulsen (972) 444-9001
Pioneer and Evergreen Complete Merger
Dallas, Texas, September 28, 2004 -- Pioneer Natural Resources Company
(NYSE:PXD) and Evergreen Resources, Inc. (NYSE:EVG) today announced that they
have completed their $2.1 billion merger in which Evergreen has become a
subsidiary of Pioneer and Evergreen stockholders will receive new shares of
Pioneer common stock and cash. The transaction was completed after both Pioneer
and Evergreen obtained the required stockholder approvals for the transaction at
special meetings held today. Pioneer will continue to be headquartered in Dallas
and will retain Evergreen's Denver offices as its base of operations in the
Rockies.
"These new Rockies assets are a perfect fit for Pioneer," stated Scott D.
Sheffield, Pioneer's Chairman and CEO. "The Raton Basin natural gas field
expands our long-lived reserve foundation, provides significant low-risk
opportunity to add both reserves and production and complements our growing
exploration and international portfolios."
The merger agreement permitted Evergreen stockholders to elect, prior to the
completion of the merger, among three types of consideration for a share of
Evergreen common stock: (1) 1.1635 shares of Pioneer common stock, subject to
allocation and proration; (2) $39.00 cash, subject to allocation and proration;
or (3) 0.58175 shares of Pioneer common stock and $19.50 in cash. Evergreen
stockholders who did not make an election prior to completion of the merger will
be deemed to have elected to receive 0.58175 shares of Pioneer common stock and
$19.50 in cash per Evergreen share. In addition, Evergreen stockholders will
receive additional cash consideration of $0.48 per share of Evergreen common
stock, which represents the pro rata gross proceeds less transaction costs from
Evergreen's sale of its Kansas properties on September 27, 2004.
The merger agreement provides that the aggregate number of shares of Pioneer
common stock to be issued in the merger and the aggregate amount of cash to be
paid in the merger, excluding cash paid with respect to Evergreen's Kansas
properties, are each subject to a limit that depends on the number of shares of
Evergreen common stock outstanding immediately prior to the merger. Immediately
prior to the merger, there were 43.6 million shares of Evergreen common stock
outstanding. As a result, the aggregate number of shares of Pioneer common stock
to be issued in the merger is 25.4 million and the aggregate amount of cash to
be paid in the merger is $871.4 million (including the consideration for the
Kansas properties). The elections made and deemed made by Evergreen stockholders
to receive shares of Pioneer common stock as merger consideration exceeded the
maximum number of Pioneer shares issuable in the merger pursuant to the merger
agreement. Accordingly, the holders of Evergreen common stock who made elections
to receive all cash will receive, for each share of Evergreen common stock,
$39.00 in cash plus the $0.48 cash payment with respect to the Kansas
properties, and holders who made elections to receive all Pioneer common stock
will instead receive, for each share of Evergreen common stock, 0.83746 shares
of Pioneer common stock and $10.93 in cash plus the $0.48 cash payment with
respect to the Kansas properties. Pursuant to the terms of the merger agreement,
stockholders who elected to receive, for each share of Evergreen common stock,
0.58175 shares of Pioneer common stock and $19.50 in cash, plus the $0.48 per
share cash payment for the Kansas properties, will receive the form of payment
that they elected, and stockholders who made no election will receive 0.58175
shares of Pioneer common stock and $19.50 in cash, plus the $0.48 payment with
respect to the Kansas properties.
Two of Evergreen's directors--Mark S. Sexton and Andrew D. Lundquist--will join
Pioneer's board of directors. Mr. Sexton will be a Class I director (term
expiring at Pioneer's annual meeting of stockholders in 2007). Mr. Lundquist
will be a Class III director (term expiring at Pioneer's annual meeting of
stockholders in 2006) and will serve on the compensation committee.
Pioneer Natural Resources is a large independent oil and gas exploration and
production company with operations in the United States, Argentina, Canada,
Equatorial Guinea, Gabon, South Africa and Tunisia. Pioneer's headquarters are
in Dallas. For more information, visit Pioneer's website at www.pioneernrc.com.
This filing contains forward-looking statements that are made pursuant to the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995,
particularly those statements regarding the effects of the merger and those
preceded by, followed by or that otherwise include the words "believes,"
"expects," "anticipates," "intends," "estimates," or similar expressions.
Forward-looking statements relating to expectations about future results or
events are based upon information available to Pioneer as of today's date, and
Pioneer assumes no obligation to update any of these statements. The
forward-looking statements are not guarantees of the future performance of
Pioneer, or the combined company, and actual results may vary materially from
the results and expectations discussed. Risks and uncertainties related to the
merger include, but are not limited to, the successful integration of Evergreen
into Pioneer's business, and Pioneer's ability to compete in the highly
competitive oil and gas exploration and production industry. The revenues,
earnings and business prospects of Pioneer and the combined company and their
ability to achieve planned business objectives will be subject to a number of
risks and uncertainties. These risks and uncertainties include, among other
things, volatility of oil and gas prices, product supply and demand,
competition, government regulation or action, foreign currency valuation
changes, foreign government tax and regulation changes, litigation, the costs
and results of drilling and operations, Pioneer's ability to replace reserves,
implement its business plans, or complete its development projects as scheduled,
access to and cost of capital, uncertainties about estimates of reserves,
quality of technical data, environmental and weather risks, acts of war or
terrorism. These and other risks are identified from time to time in Pioneer's
SEC reports and public announcements.