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Marathon Oil Receives Stockholder Approval for Proposed Merger with ConocoPhillips

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Marathon Oil (NYSE: MRO) has received stockholder approval for its proposed merger with ConocoPhillips (NYSE: COP). The company will file the vote results from the special stockholder meeting in a Form 8-K with the SEC. Both companies anticipate the transaction to close in late Q4 2024, pending regulatory clearance and other customary closing conditions. This merger marks a significant development in the oil and gas industry, potentially creating a more robust entity with enhanced market presence and operational capabilities.

Marathon Oil (NYSE: MRO) ha ricevuto l'approvazione degli azionisti per la sua proposta di fusione con ConocoPhillips (NYSE: COP). L'azienda presenterà i risultati della votazione dalla riunione straordinaria degli azionisti in un modulo 8-K alla SEC. Entrambe le società prevedono che la transazione si chiuda entro la fine del quarto trimestre del 2024, in attesa dell'approvazione regolamentare e di altre condizioni di chiusura consuete. Questa fusione rappresenta uno sviluppo significativo nel settore petrolifero e del gas, con il potenziale di creare un'entità più solida con una presenza di mercato e capacità operative migliorate.

Marathon Oil (NYSE: MRO) ha recibido la aprobación de los accionistas para su propuesta de fusión con ConocoPhillips (NYSE: COP). La empresa presentará los resultados de la votación de la reunión extraordinaria de accionistas en un Formulario 8-K ante la SEC. Ambas compañías anticipan que la transacción se cierre a finales del cuarto trimestre de 2024, a la espera de la autorización regulatoria y otras condiciones de cierre habituales. Esta fusión marca un desarrollo significativo en la industria del petróleo y el gas, creando potencialmente una entidad más fuerte con una mayor presencia en el mercado y capacidades operativas mejoradas.

마라톤 오일 (NYSE: MRO)은 컨oco필립스 (NYSE: COP)와의 제안된 합병에 대해 주주들의 승인을 받았습니다. 회사는 특별 주주 회의의 투표 결과를 SEC에 8-K 양식으로 제출할 예정입니다. 두 회사 모두 거래가 2024년 4분기 말에 완료될 것으로 예상하고 있으며, 규제 승인이 이루어지고 기타 관례적인 마감 조건이 충족되어야 합니다. 이번 합병은 석유 및 가스 산업에서 중요한 발전을 나타내며, 보다 강력한 실체를 만들고 시장 존재감과 운영 능력을 향상시킬 가능성이 있습니다.

Marathon Oil (NYSE: MRO) a obtenu l'approbation des actionnaires pour sa proposition de fusion avec ConocoPhillips (NYSE: COP). La société déposera les résultats du vote de l'assemblée générale extraordinaire des actionnaires dans un Formulaire 8-K auprès de la SEC. Les deux entreprises s'attendent à ce que la transaction soit finalisée d'ici fin Q4 2024, sous réserve de l'approbation réglementaire et d'autres conditions de clôture habituelles. Cette fusion marque un développement significatif dans l'industrie pétrolière et gazière, créant potentiellement une entité plus robuste avec une présence sur le marché et des capacités opérationnelles renforcées.

Marathon Oil (NYSE: MRO) hat die Zustimmung der Aktionäre erhalten für die vorgeschlagene Fusion mit ConocoPhillips (NYSE: COP). Das Unternehmen wird die Abstimmungsergebnisse von der außerordentlichen Hauptversammlung in einem Formular 8-K bei der SEC einreichen. Beide Unternehmen rechnen damit, dass die Transaktion Ende Q4 2024 abgeschlossen wird, vorbehaltlich der regulatorischen Genehmigung und anderer üblicher Abschlussbedingungen. Diese Fusion stellt eine bedeutende Entwicklung in der Öl- und Gasindustrie dar, die möglicherweise eine robustere Einheit mit einer verbesserten Marktpräsenz und operativen Fähigkeiten schaffen könnte.

Positive
  • Stockholder approval received for the merger with ConocoPhillips
  • Potential for increased market presence and operational capabilities
  • Transaction expected to close in Q4 2024, indicating progress in the merger process
Negative
  • Merger still subject to regulatory clearance, which could pose potential delays or challenges

Insights

The stockholder approval for Marathon Oil's merger with ConocoPhillips marks a significant milestone in the consolidation of the U.S. oil and gas sector. This merger, once completed, will create a formidable player in the industry, potentially reshaping market dynamics.

Investors should note that while stockholder approval is crucial, regulatory clearance remains a key hurdle. The $97 billion deal's size may attract antitrust scrutiny, potentially impacting the projected Q4 2024 closing timeline. The merger's success could lead to cost synergies, improved operational efficiency and enhanced market position, potentially boosting long-term shareholder value for both companies.

This merger approval signals a shift in industry sentiment towards consolidation as a strategy for growth and resilience in a volatile energy market. The combined entity will have a stronger bargaining position in global markets and increased capacity to invest in both traditional and renewable energy projects.

However, investors should consider the potential risks, including:

  • Integration challenges
  • Possible asset divestitures to satisfy regulators
  • Market reaction to reduced competition

The deal's success could trigger further M&A activity in the sector, potentially impacting stock valuations across the industry.

While stockholder approval is a important step, the regulatory review process ahead is complex and could be protracted. The merger's size and potential market impact may invite intense scrutiny from antitrust authorities, particularly the Federal Trade Commission and the Department of Justice.

Key legal considerations include:

  • Potential requirements for asset divestitures
  • Impact on market competition
  • Compliance with environmental regulations

Investors should be prepared for possible delays or conditions imposed by regulators, which could affect the deal's timeline and terms. The companies' ability to navigate these challenges will be critical for the merger's success.

HOUSTON, Aug. 29, 2024 /PRNewswire/ -- Marathon Oil Corporation (NYSE: MRO) ("Marathon Oil") announced today that it received the necessary stockholder approval for Marathon Oil's pending merger with ConocoPhillips (NYSE: COP). Marathon Oil will file the vote results of the special stockholder meeting in a Form 8-K with the U.S. Securities and Exchange Commission (the "SEC"). Marathon Oil and ConocoPhillips continue to expect the transaction to close late in the fourth quarter of 2024, subject to regulatory clearance and other customary closing conditions.

About Marathon Oil
Marathon Oil is an independent oil and gas exploration and production (E&P) company focused on four of the most competitive resource plays in the U.S. - Eagle Ford, Texas; Bakken, North Dakota; Permian in New Mexico and Texas, and STACK and SCOOP in Oklahoma, complemented by a world-class integrated gas business in Equatorial Guinea. The Company's Framework for Success is founded in a strong balance sheet, ESG excellence, and the competitive advantages of a high-quality multi-basin portfolio.

Forward-Looking Statements
This communication includes "forward-looking statements" as defined under the federal securities laws. All statements other than statements of historical fact included or incorporated by reference in this communication, including, among other things, statements regarding the proposed business combination transaction between ConocoPhillips and Marathon Oil, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of Marathon Oil's or ConocoPhillips' operations or operating results are forward-looking statements. Words and phrases such as "ambition," "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, Marathon Oil or ConocoPhillips expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond Marathon Oil's or ConocoPhillips' control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements.

The following important factors and uncertainties, among others, could cause actual results or events to differ materially from those described in forward-looking statements: ConocoPhillips' ability to successfully integrate Marathon Oil's businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all; the risk that Marathon Oil or ConocoPhillips will be unable to retain and hire key personnel and maintain relationships with their suppliers and customers; the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; unanticipated difficulties, liabilities or expenditures relating to the transaction; the effect of the announcement, pendency or completion of the proposed transaction on the parties' business relationships and business operations generally; the effect of the announcement or pendency of the proposed transaction on the parties' common stock prices and uncertainty as to the long-term value of Marathon Oil's or ConocoPhillips' common stock; risks that the proposed transaction disrupts current plans and operations of Marathon Oil or ConocoPhillips and their respective management teams and potential difficulties in hiring or retaining employees as a result of the proposed transaction; and other economic, business, competitive and/or regulatory factors affecting Marathon Oil's or ConocoPhillips' businesses generally as set forth in their filings with the SEC, including, among others, conditions in the oil and gas industry, including supply/demand levels for crude oil and condensate, NGLs and natural gas and the resulting impact on price; changes in expected reserve or production levels; capital available for exploration and development; liabilities or corrective actions resulting from litigation, other proceedings and investigations or alleged violations of law or permits; drilling and operating risks; availability of drilling rigs, materials and labor, including the costs associated therewith; difficulty in obtaining necessary approvals and permits; the availability, cost, terms and timing of issuance or execution of, competition for, and challenges to, mineral licenses and leases and governmental and other permits and rights-of-way, and our ability to retain mineral licenses and leases; the impacts of supply chain disruptions that began during the COVID-19 pandemic and the resulting inflationary environment; changes in safety, health, environmental, tax and other regulations, requirements or initiatives.

The registration statement on Form S-4 (the "Registration Statement") and definitive proxy statement/prospectus that was filed with the SEC on July 29, 2024, and is available at https://www.sec.gov/Archives/edgar/data/1163165/000110465924083174/tm2416360-8_424b3.htm describes additional risks in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Registration Statement and definitive proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Marathon Oil's and ConocoPhillips' respective periodic reports and other filings with the SEC, including the risk factors contained in Marathon Oil's and ConocoPhillips' most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements represent current expectations and are inherently uncertain and are made only as of the date hereof (or, if applicable, the dates indicated in such statement). Except as required by law, neither Marathon Oil nor ConocoPhillips undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.

Media Relations Contact:
Karina Brooks: 713-296-2191

Investor Relations Contacts:
Guy Baber: 713-296-1892
John Reid: 713-296-4380

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SOURCE Marathon Oil Corporation

FAQ

What is the current status of Marathon Oil's merger with ConocoPhillips?

Marathon Oil has received stockholder approval for the merger with ConocoPhillips. The transaction is expected to close in late Q4 2024, subject to regulatory clearance and other customary closing conditions.

When did Marathon Oil (MRO) announce the stockholder approval for the ConocoPhillips merger?

Marathon Oil announced the stockholder approval for the merger with ConocoPhillips on August 29, 2024.

What are the next steps for Marathon Oil (MRO) following the stockholder approval?

Marathon Oil will file the vote results from the special stockholder meeting in a Form 8-K with the SEC. The company will then work towards obtaining regulatory clearance and meeting other closing conditions for the merger.

When is the Marathon Oil (MRO) and ConocoPhillips merger expected to close?

The merger between Marathon Oil and ConocoPhillips is expected to close late in the fourth quarter of 2024, subject to regulatory clearance and other customary closing conditions.

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