A day before releasing first quarter earnings, Devon Energy and Coterra Energy announced this week that shareholders of both companies approved all proposed require to complete their previously announced all-stock merger.
It means the merger is set to close on or around May 7, which is Thursday of this week.
At a special meeting of Devon shareholders held on Monday, more than 76 percent of the shares of Devon common stock were represented. More than 98 percent of the votes cast supported the transaction.
Coterra shareholders also held a special meeting on Monday and more than 82 percent of the shares of common stock in the company were represented. More than 99 percent of the votes cast supported the merger.
“We are pleased with the strong support we received from shareholders of both companies,” said Clay Gaspar, Devon’s President and Chief Executive Officer. “This is an important milestone as we move toward combining our complementary, world-class asset bases to create a premier, large-cap shale operator with greater scale, enhanced margins, and an increased ability to accelerate free cash flow growth and shareholder returns.”
“Today’s overwhelming support from both Devon and Coterra shareholders affirms the compelling strategic rationale of this combination,” said Tom Jorden, Coterra’s Chairman, Chief Executive Officer, and President. “Together, we will leverage our complementary portfolios and proven operational expertise to capture meaningful capital and operational synergies and deliver sustainable long-term value creation for all shareholders.”
Devon and Coterra filed the final vote results for their respective special meetings on a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).
In accordance with the Merger Agreement, each share of Coterra common stock will be converted into the right to receive 0.70 shares of Devon common stock, with cash paid in lieu of any fractional shares. Upon completion of the transaction, Devon shareholders will own approximately 54 percent of the combined company and Coterra shareholders will own approximately 46 percent of the combined company on a fully diluted basis.
The shareholders of both approved an increase of authorized shares in the new company from 1,000,000,000 to 2,000,000,000 with a part value of $0.10 per share. As described in the SEC filings, the vote was 470,046,943 in support while 4,149,656 opposed.
The vote for the authorized share charter amendment was 468,262,401 in support and 5,833,875 against.
The foregoing description is qualified in its entirety by reference
to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement/Prospectus. Assuming the satisfaction of such closing conditions, the Company expects the closing of the transactions contemplated by the Merger Agreement to occur on or about May 7, 2026.