The $7.4 billion merger announced Thursday between Chesapeake Energy and Southwestern Energy, while agreed upon by leaders of the two big natural gas producers, has yet to be finalized by shareholders of the two large firms.
Proxy statements are to be filed with the Securities and Exchange Commission where shareholders will have an opportunity to vote on the deal. As explained in the merger announcement, once the registration statement has been declared effective, a definitive joint proxy statement/prospectus will be mailed to the stockholders of the two firms.
Chesapeake and Southwestern and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction contemplated by the joint proxy statement/prospectus.
In the announcement, Chesapeake and Southwestern urged investors to review the statement before making any voting decision. The cautionary statement was made in bold headline letters:
BEFORE MAKING ANY VOTING DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, SOUTHWESTERN, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.