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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2023
PDC Energy, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-37419 |
|
95-2636730 |
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
incorporation or organization) |
|
File Number) |
|
Identification Number) |
1099
18th Street, Suite 1500
Denver,
Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (303) 860-5800
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock, par value $0.01 per share |
|
PDCE |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously disclosed, on
May 21, 2023, PDC Energy, Inc. (“PDC”) and Chevron Corporation (“Chevron”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”), by and among PDC, Chevron, and Bronco Merger Sub Inc., a direct, wholly-owned
subsidiary of Chevron (“Merger Sub”). The Merger Agreement contemplates that, subject to the conditions set forth therein,
Merger Sub will be merged with and into PDC, with PDC surviving as a wholly-owned subsidiary of Chevron (the “Merger”).
The Merger Agreement provides
that the closing of the Merger is conditioned on, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The waiting period under the HSR Act with respect to
the Merger expired on July 5, 2023.
PDC and Chevron anticipate
that the Merger will be consummated pursuant to the Merger Agreement following the satisfaction or waiver of the other conditions set
forth in the Merger Agreement, including receipt of the required approval of PDC’s stockholders.
Important Information for Investors and Stockholders
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or 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. In connection with the potential transaction, Chevron
has filed a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary
prospectus of Chevron that also constitutes a preliminary proxy statement of PDC. After the registration statement is declared effective,
PDC will mail a definitive proxy statement/prospectus to stockholders of PDC. This communication is not a substitute for the proxy statement/prospectus
or registration statement or for any other document that Chevron or PDC may file with the SEC and send to PDC’s stockholders in
connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND PDC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, AND WILL CONTAIN,
IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents filed
with the SEC by Chevron or PDC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by Chevron are available free of charge on Chevron’s website at http://www.chevron.com/investors and copies of the documents
filed with the SEC by PDC are available free of charge on PDC’s website at http://www.pdce.com/investors-overview.
Chevron
and PDC and certain of their respective directors, certain of their respective executive officers and other members of management and
employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the
SEC. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of PDC’s
stockholders in connection with the potential transaction is set forth in the preliminary proxy statement/prospectus, which can be obtained
free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation
of proxies in respect of the potential transaction may be included in other relevant materials to be filed with the SEC when they become
available.
Cautionary Statement Regarding Forward-Looking Information
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include
statements regarding the potential transaction between Chevron and PDC, including any statements regarding the expected timetable for
completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction,
projected financial information, future opportunities, and any other statements regarding Chevron’s and PDC’s future expectations,
beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements
are often, but not always, made through the use of words or phrases such as “anticipates,” “expects,” “intends,”
“plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “may,” “could,”
“should,” “will,” “budgets,” “outlook,” “trends,” “guidance,”
“focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,”
“strategies,” “opportunities,” “poised,” “potential” and similar expressions. All such
forward-looking statements are based on current expectations of Chevron’s and PDC’s management and therefore involve estimates
and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the
results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking
statements include the ability to obtain the requisite PDC stockholder approval; uncertainties as to the timing to consummate the potential
transaction; the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are
not obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Chevron’s
or PDC’s respective businesses; the effect of the potential transaction on the parties’ stock prices; the effects of industry,
market, economic, political or regulatory conditions outside of the parties’ control; transaction costs; Chevron’s ability
to achieve the benefits from the proposed transaction, Chevron’s ability to promptly, efficiently and effectively integrate acquired
operations into its own operations; unknown liabilities; and the diversion of management time on transaction-related issues. Other important
factors that could cause actual results to differ materially from those in the forward-looking statements include those described in the
“Risk Factors” section of PDC’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly
reports on Form 10-Q and current reports on Form 8-K all of which are available on the ’s website at http://investor.pdce.com/sec-filings,
in the “Risk Factors” section of Chevron’s most recent Annual Report on Form 10-K, as it may be updated from time to
time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available on Chevron’s website at https://chevroncorp.gcs-web.com/financial-information/sec-filings,
and in the “Risk Factors” section of the proxy statement/prospectus. All of the foregoing documents are available on the SEC’s
website at http://www.sec.gov. Those disclosures are incorporated by reference in this communication. Other unpredictable or unknown factors
not discussed or incorporated by reference in this communication could also have material adverse effects on forward-looking statements.
Neither PDC nor Chevron assumes any obligation to update any forward-looking statements, except as required by law. Readers are cautioned
not to place undue reliance on these forward-looking statements, as they speak only as of the date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: July 6, 2023 |
PDC ENERGY, INC. |
|
|
|
By: |
/s/ Nicole Martinet |
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Name: |
Nicole Martinet |
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Title: |
General Counsel, Senior Vice President and Corporate Secretary |
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PDC Energy (NASDAQ:PDCE)
過去 株価チャート
から 4 2024 まで 5 2024
PDC Energy (NASDAQ:PDCE)
過去 株価チャート
から 5 2023 まで 5 2024