Cabot Oil & Gas and Cimarex Energy announced Monday that they have entered into a definitive agreement whereby the companies will combine in an all-stock merger of equals.
The combination will create a premier, diversified energy company that is positioned to drive enhanced free cash flow generation and returns for investors through market cycles.
Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Cimarex shareholders will receive 4.0146 shares of Cabot common stock for each share of Cimarex common stock owned.
The exchange ratio, together with closing prices for Cabot and Cimarex on May 21, 2021, reflects an enterprise value for the combined companies of approximately $17 billion.
Upon completion of the transaction, Cabot shareholders will own approximately 49.5% and Cimarex shareholders will own approximately 50.5% on a fully diluted basis.
The combined business, which will operate under a new name, plans to be headquartered in Houston and maintain its regional offices.
Upon closing, Chairman, President and CEO Dan Dinges will serve as Executive Chair of the Board of Directors of the newly combined business and Cimarex Chairman, President and CEO Thomas Jorden will lead the company as CEO and will serve on the Board of Directors.
Scott Schroeder, Cabot's current Chief Financial Officer, will serve as CFO of the combined business. The remainder of the company's leadership team will include executives from both Cabot and Cimarex.
The Board of Directors of the company will be composed of five directors from the current Cabot Board of Directors, including Dinges, and five directors from the current Cimarex Board of Directors, including Jorden.
The transaction is expected to close in the fourth quarter of 2021, subject to regulatory clearance, the approval of Cabot and Cimarex common shareholders and the satisfaction of other customary closing conditions. Both Cabot and Cimarex intend to continue paying base quarterly cash dividends through closing. ■