CALGARY, Sept. 20, 2012 /CNW/ - Nexen Inc. (TSX, NYSE: NXY) announced
today that the holders of its common shares and the holders of the
cumulative redeemable class A rate reset preferred shares, series 2
(the "preferred shareholders") have approved the Plan of Arrangement,
pursuant to the Arrangement Agreement entered into on July 23, 2012
(the "arrangement"), in connection with the proposed acquisition of
Nexen Inc. by CNOOC Limited through CNOOC Canada Holding Ltd.
The arrangement was approved by approximately 99% of the votes cast by
Nexen common shareholders and approximately 87% of the votes cast by
Nexen preferred shareholders at the special meeting held on September
20, 2012.
The closing of the arrangement remains subject to the granting of the
final order by the Court of Queen's Bench of Alberta, the receipt of
required regulatory approvals and the satisfaction or waiver of the
other customary closing conditions.
Nexen Inc. is an upstream oil and gas company listed on the Toronto and
New York stock exchanges under the symbol NXY. Nexen operates oil sands
and shale gas in Western Canada and conventional exploration and
development primarily in the UK North Sea, offshore West Africa and
Gulf of Mexico.
Forward-looking statements & Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws and which are based on the expectations, estimates and projections
of management of the parties as of the date of this news release unless
otherwise stated. The use of any of the words "expect", "anticipate",
"continue", "estimate", "objective", "ongoing", "may", "will",
"project", "should", "believe", "plans", "intends" and similar
expressions are intended to identify forward-looking statements or
information. More particularly and without limitation, this press
release contains forward-looking statements and information concerning:
the anticipated benefits of the transaction to the parties, their
respective securityholders and certain of the countries in which Nexen
operates; the timing and anticipated receipt of required regulatory and
court approvals for the transaction; the ability of the parties to
satisfy the other conditions to, and to complete, the transaction; and
the anticipated timing of the closing of the transaction.
In respect of the forward-looking statements and information concerning
the anticipated benefits and completion of the proposed transaction and
the anticipated timing for completion of the transaction, Nexen and
CNOOC Limited have provided such in reliance on certain assumptions
that they believe are reasonable at this time, including assumptions as
to the ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary regulatory, court, stock exchange and
other third party approvals, including but not limited to the receipt
of applicable foreign investment approval required in Canada, the
United States and elsewhere and the required approvals from the
Government of the People's Republic of China and in other foreign
jurisdictions; the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the transaction; and
other expectations and assumptions concerning the transaction and the
operations and capital expenditure plans of Nexen following completion
of the transaction. The anticipated dates provided may change for a
number of reasons, including the inability to secure necessary
regulatory, court or other third party approvals in the time assumed or
the need for additional time to satisfy the other conditions to the
completion of the transaction. Accordingly, readers should not place
undue reliance on the forward-looking statements and information
contained in this press release.
Since forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. Risks and
uncertainties inherent in the nature of the transaction include the
failure of Nexen and CNOOC Limited to obtain necessary regulatory,
court and other third party approvals, including those noted above, or
to otherwise satisfy the conditions to the completion of the
transaction, in a timely manner, or at all. Failure to so obtain such
approvals, or the failure of the parties to otherwise satisfy the
conditions to or complete the transaction, may result in the
transaction not being completed on the proposed terms, or at all. In
addition, if the transaction is not completed, and Nexen continues as
an independent entity, there are risks that the announcement of the
transaction and the dedication of substantial resources of Nexen to the
completion of transaction could have an impact on Nexen's current
business relationships (including with future and prospective
employees, customers, distributors, suppliers and partners) and could
have a material adverse effect on the current and future operations,
financial condition and prospects of Nexen. Furthermore, the failure of
Nexen to comply with the terms of the definitive agreement may result
in Nexen being required to pay a fee to CNOOC Limited, the result of
which could have a material adverse effect on Nexen's financial
position and results of operations and its ability to fund growth
prospects and current operations.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could affect
the operations or financial results of the parties are included in
reports on file with applicable securities regulatory authorities.
The forward-looking statements and information contained in this press
release are made as of the date hereof and the parties undertake no
obligation to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
SOURCE: Nexen Inc.