Devon Energy & Ocean Energy Complete Merger

Devon Energy and Ocean Energy have completed their merger. With the merger, Devon is the largest U.S.-based independent producer of oil and gas.

Shareholders of both companies overwhelmingly approved the transaction at special shareholder meetings earlier today. Over 98 percent of shares represented at both the Devon and Ocean meetings, which in each case represented a majority of the outstanding voting power, were voted in favor of the transaction.

In the transaction, each Ocean common share was converted into 0.414 of a share of Devon common stock and Ocean became a subsidiary of Devon. Conversion requires issuance of approximately 74 million additional Devon common shares, resulting in total shares outstanding of approximately 231 million. The transaction is being accounted for as a purchase of Ocean by Devon.

"This is a great day for Devon and our shareholders," said J. Larry Nichols, Devon's chairman and chief executive officer. "Our merger with Ocean brings us a wealth of talent and participation in a broad array of drill-bit growth opportunities in the Gulf of Mexico and abroad."

"This merger gives Ocean shareholders valuable North American natural gas exposure and a stake in a company with the financial strength to accelerate our exploration and development activities," said James T. Hackett, president and chief operating officer of Devon. Mr. Hackett, formerly chairman, president and chief executive officer of Ocean, added that, "Devon's wells account for about four percent of the natural gas produced in the United States and Canada, and we are exploring for new oil and gas reserves in some of the world's most promising areas."

The Combined Company

  • With an enterprise value of over $20 billion, Devon is the largest U.S.-based independent producer of oil and gas.
  • Devon has proved oil and natural gas reserves of approximately 2.2 billion equivalent barrels.
  • Pro forma production is 63 percent gas, 37 percent liquids.
  • Pro forma production is 90 percent North American, 10 percent international and totals approximately 653,000 equivalent barrels of oil per day.
  • The combined company holds more than 27 million net undeveloped acres worldwide, including the largest lease position of any independent in the deepwater Gulf of Mexico.

Exchange and transmittal of shares
Shareholders of Ocean will receive written instructions for exchanging their shares for shares of Devon. The exchange and transmittal process will begin promptly. Questions concerning this process should be directed to the Exchange Agent, Wachovia Bank, N.A., at its toll free number (800) 829-8432. Current Devon shareholders will retain their existing shares.