Crosstex Energy, Inc. (the “Corporation”) (NASDAQ: XTXI) and
Crosstex Energy, L.P. (the “Partnership”) (NASDAQ: XTEX)
(collectively, “Crosstex”) today announced that the Corporation
will hold a special meeting of its stockholders on March 7, 2014,
for stockholders of record as of the close of business on February
5, 2014 (the “record date”), to consider and vote upon the
previously announced merger agreement entered into with Devon
Energy Corporation (“Devon”) on October 21, 2013, pursuant to which
Devon will combine substantially all of its U.S. midstream assets
with Crosstex’s assets to form a new midstream business, EnLink
Midstream.
The special meeting will be held at 9:00 a.m., local time, at
Crosstex’s offices, located at 2501 Cedar Springs Rd., Dallas,
Texas 75201.
The Corporation has filed a definitive proxy
statement/prospectus with the Securities and Exchange Commission
(“SEC”) and will shortly begin the mailing of definitive proxy
materials in connection with the special meeting. Approval of the
proposal to adopt the merger agreement requires the affirmative
vote of the holders of at least 67% of the shares of the
Corporation’s common stock issued and outstanding and entitled to
vote as of the record date. Certain stockholders of the Corporation
have entered into voting agreements with Devon, pursuant to which
they have agreed to vote all of their shares of the Corporation’s
common stock in favor of the adoption of the merger agreement.
Collectively, these stockholders currently hold approximately 19%
of the outstanding shares of the Corporation’s common stock.
Stockholders are urged, whether or not they plan to attend the
meeting, to submit their proxy over the Internet, by telephone or,
if they receive a paper copy of a proxy or voting instruction card
by mail, by completing, signing, dating and mailing the proxy or
voting instruction card. Stockholders that hold their shares
through a bank, broker or other nominee should follow the voting
instructions provided by their bank, broker or nominee.
The Corporation’s board of directors approved the merger
agreement on October 20, 2013 and has unanimously recommended that
the Corporation’s stockholders approve the proposals to be voted on
at the special meeting. Stockholders are encouraged to read the
proxy statement/prospectus, including any documents incorporated in
the proxy statement/prospectus by reference, and its annexes
carefully and in their entirety as they provide a detailed
discussion about the special meeting, the merger and the other
business to be considered by the Corporation’s stockholders at the
special meeting.
Stockholders of the Corporation who have questions about the
merger, or who would like additional copies of the proxy
statement/prospectus or need assistance with voting their shares of
the Corporation’s common stock, should contact the Corporation’s
proxy solicitor, Innisfree M&A Incorporated, toll free at (888)
750-5834.
About Crosstex
Crosstex Energy, L.P. is an integrated midstream energy
partnership headquartered in Dallas, Texas that offers diversified,
tailored customer solutions spanning the energy value chain with
services and infrastructure that link energy production with
consumption. Crosstex operates approximately 3,500 miles of natural
gas, natural gas liquids and oil pipelines, 10 natural gas
processing plants and four fractionators, as well as barge and rail
terminals, product storage facilities, brine disposal wells and an
extensive truck fleet. Additional information about Crosstex
Energy, L.P. can be found at www.crosstexenergy.com.
Crosstex Energy, Inc., headquartered in Dallas, Texas, owns the
general partner interest, the incentive distribution rights and a
portion of the limited partner interests in Crosstex Energy, L.P.
as well as the majority interest in E2, a services company focused
on the Utica Shale play in the Ohio River Valley. Additional
information about Crosstex Energy, Inc. can be found at
www.crosstexenergy.com.
Additional Information and Where to Find It
This press release contains information about the proposed
merger involving a Devon entity and the Corporation. In connection
with the proposed merger, EnLink Midstream, LLC has filed with the
SEC a registration statement on Form S-4 that includes a proxy
statement/prospectus for the Corporation’s stockholders. The
registration statement was declared effective by the SEC on
February 5, 2014, and a definitive proxy statement/prospectus will
be mailed to the Corporation’s stockholders on or about February 6,
2014. Investors and stockholders are urged to read the proxy
statement/prospectus and other relevant documents filed or to be
filed with the SEC. These documents (when they become available),
and any other documents filed by Crosstex or Devon with the SEC,
may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, stockholders may obtain free copies of the proxy
statement/prospectus from the Corporation by contacting Investor
Relations by mail at Attention: Investor Relations, 2501 Cedar
Springs Rd., Dallas, Texas 75201.
Participants in the Solicitation
Devon, Crosstex and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from
the stockholders of the Corporation in respect of the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
stockholders of the Corporation in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the
proxy statement/prospectus filed with the SEC. Information
regarding the Corporation’s directors and executive officers is
contained in its Annual Report on Form 10-K for the year ended
December 31, 2012, which is filed with the SEC. Information
regarding Devon’s directors and executive officers is contained in
its Annual Report on Form 10-K for the year ended December 31,
2012, which is filed with the SEC.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Although these
statements reflect the current views, assumptions and expectations
of Devon’s and Crosstex’s management, the matters addressed herein
involve certain risks and uncertainties, many of which are beyond
the control of Devon and Crosstex. Among those is the risk that
conditions to closing the transactions are not met or that the
anticipated benefits from the proposed transactions cannot be fully
realized. An extensive list of factors that can affect future
results is included in Devon’s and Crosstex’s filings with the SEC.
Neither Devon nor Crosstex assumes any obligation to update these
forward-looking statements.
Crosstex EnergyJill McMillan,
214-721-9271Director, Public & Industry
AffairsJill.McMillan@CrosstexEnergy.com
Crosstex Energy, Inc. (MM) (NASDAQ:XTXI)
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