Energen Corporation (NYSE: EGN) (“Energen”) today issued the following
statement regarding the announcement by Corvex Management LP ("Corvex")
that it has submitted four nominees for election to the Company’s Board
of Directors at Energen’s 2018 Annual Meeting of Shareholders:
Energen welcomes open communications with its shareholders and considers
their views seriously. While it is the Company’s policy not to comment
on the content of discussions with specific shareholders, members of
Energen’s Board of Directors and management team have spoken with Corvex
numerous times over the past months.
The Energen Board is made up of nine highly-qualified and experienced
directors, all of whom are independent except for the Chairman. The
Board welcomes fresh perspectives and has added four new independent
directors over the last two years and seven new independent directors
over the last five years. The Company’s Board members are all actively
engaged, have a broad range of valuable perspectives, and possess a
significant experience in the upstream energy space.
Under the leadership of Energen’s Board and management team, Energen’s
transformation into a pure-play Permian Basin oil and gas exploration
and production company culminated in 2016. Throughout 2017, wells
completed with Energen’s new Generation 3 frac design have significantly
outperformed expectations. We are delivering on our drilling and
development plans, driving production growth, and further reducing
costs. We estimate that YOY production growth in 2017 will be more than
34%, and we expect our Generation 3 multi-zone pattern wells to continue
driving production growth as we move forward. At the same time, we
remain focused on continuing to optimize our well performance and
reducing per-unit lease operating and G&A expenses.
Since it first invested in Energen in March 2017, Corvex has pushed a
singularly-focused agenda to sell the Company regardless of market
conditions and the Company’s continued improving performance.
Energen’s Board and management team are committed to acting in the best
interest of the Company and all of our shareholders and will continue to
work to drive growth, enhance returns, and realize the full value of our
assets for all shareholders.
The Energen Board will present its formal recommendation regarding
director nominations in the Company’s definitive proxy materials that
will be filed with the Securities and Exchange Commission and mailed to
shareholders eligible to vote at the 2018 Annual Meeting, which has not
yet been scheduled.
J.P. Morgan and Tudor, Pickering, Holt & Co. are serving as financial
advisors to the Company and Wachtell, Lipton, Rosen & Katz is serving as
its legal advisor.
About Energen: Energen
Corporation is an oil-focused exploration and production company with
operations in the Permian Basin in west Texas and New Mexico. For more
information, go to www.energen.com.
Forward Looking Statements
All statements, other than statements of historical fact, appearing in
this release constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, among other things, statements about
our expectations, beliefs, intentions or business strategies for the
future, statements concerning our outlook with regard to the timing and
amount of future production of oil, natural gas liquids and natural gas,
price realizations, the nature and timing of capital expenditures for
exploration and development, plans for funding operations and drilling
program capital expenditures, the timing and success of specific
projects, operating costs and other expenses, proved oil and natural gas
reserves, liquidity and capital resources, outcomes and effects of
litigation, claims and disputes and derivative activities.
Forward-looking statements may include words such as “anticipate”,
“believe”, “could”, “estimate”, “expect”, “forecast”, “foresee”,
“intend”, “may”, “plan”, “potential”, “predict”, “project”, “seek”,
“will” or other words or expressions concerning matters that are not
historical facts. These statements involve certain risks and
uncertainties that may cause actual results to differ materially from
expectations as of the date of this news release. Except as otherwise
disclosed, the forward-looking statements do not reflect the impact of
possible or pending acquisitions, investments, divestitures or
restructurings. The absence of errors in input data, calculations and
formulas used in estimates, assumptions and forecasts cannot be
guaranteed. We base our forward-looking statements on information
currently available to us, and we undertake no obligation to correct or
update these statements whether as a result of new information, future
events or otherwise. Additional information regarding our
forward‐looking statements and related risks and uncertainties that
could affect future results of Energen, can be found in the Company’s
periodic reports filed with the Securities and Exchange Commission and
available on Energen’s website - www.energen.com.
Important Additional Information
Energen, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from Energen
shareholders in connection with the matters to be considered at
Energen’s 2018 Annual Meeting of Shareholders. Energen intends to file a
proxy statement with the U.S. Securities and Exchange Commission (the
“SEC”) in connection with any such solicitation of proxies from Energen
shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ
ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information
regarding the identity of potential participants, and their direct or
indirect interests, by security holdings or otherwise, will be set forth
in the proxy statement and other materials to be filed with the SEC in
connection with Energen’s 2018 Annual Meeting of Shareholders.
Information regarding the direct and indirect beneficial ownership of
Energen’s directors and executive officers in Energen’s securities is
included in their SEC filings on Forms 3, 4 and 5, and additional
information can also be found in Energen’s Annual Report on Form 10-K
for the year ended December 31, 2016, filed with the SEC on February 28,
2017, and in Energen’s definitive proxy statement on Schedule 14A in
connection with Energen’s 2017 Annual Meeting of Shareholders, filed
with the SEC on March 21, 2017. Shareholders will be able to obtain any
proxy statement, any amendments or supplements to the proxy statement
and other documents filed by Energen with the SEC for no charge at the
SEC’s website at www.sec.gov.
Copies will also be available at no charge at the Investor Relations
section of Energen’s corporate website at www.Energen.com.
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