CALGARY,
Aug. 24, 2012 /PRNewswire/ - Nexen
Inc. (TSX, NYSE: NXY) announced today that it has filed its
information circular and proxy statement (the "Circular") with
Canadian securities regulators and the U.S. Securities Exchange
Commission in preparation for its special meeting of shareholders
to be held on Thursday, September 20,
2012 at 8:00 am Mountain Time
(10:00 am Eastern Time) at the
Metropolitan Centre, 333 - 4th Avenue S.W., Calgary, Alberta. The Circular is available at
www.nexeninc.com, www.sedar.com and www.sec.gov.
The Board of Directors unanimously recommends, for the reasons
set out in the Circular, that Nexen common and preferred
shareholders vote FOR the special resolutions to approve the
statutory plan of arrangement (the "Arrangement") involving Nexen,
CNOOC Limited and CNOOC Canada Holding Ltd. to be implemented
pursuant to the arrangement agreement entered into on July 23, 2012.
Shareholders of record on August 16,
2012 will receive notice of and be entitled to vote at the
special meeting. The Circular, which shareholders are expected to
receive in the coming days, provides information on, among other
things, the Arrangement and voting procedures.
In accordance with the arrangement agreement, Nexen suspended
its dividend reinvestment plan on July 26,
2012.
Completion of the Arrangement is conditional upon approval of at
least 66⅔% of the votes cast by the common shareholders and
satisfaction of other customary conditions including regulatory
approvals in Canada, the United States, China and elsewhere and the approval by the
Court of Queen's Bench of Alberta.
It is expected that the Arrangement will be completed in the fourth
quarter of 2012.
Nexen has retained Laurel Hill Advisory Group to act as proxy
solicitation agent and to respond to inquiries from shareholders.
Laurel Hill may be contacted by
telephone at 1-877-304-0211 or 416-304-0211 or via email at
assistance@laurelhill.com.
Nexen Inc. is an upstream oil and gas company listed on the
Toronto and New York stock exchanges under the symbol NXY.
Nexen operates oil sands and shale gas in Western Canada and conventional exploration
and development primarily in the UK North Sea, offshore
West Africa and Gulf of Mexico.
Forward-looking statements
Certain statements in this release constitute
"forward-looking statements" (within the meaning of the United
States Private Securities Litigation Reform Act of 1995, as
amended) or "forward-looking information" (within the meaning of
applicable Canadian securities legislation). Such statements or
information (together "forward-looking statements") are generally
identifiable by the forward-looking terminology used such as
"believe", "anticipate", "intend", "plan", "expect", or other
similar words and include statements related to or associated with
the special meeting of shareholders of Nexen and the Arrangement.
All of the forward-looking statements in this release are qualified
by the assumptions that are stated or inherent in such
forward-looking statements. Although Nexen believes these
assumptions are reasonable, they are not exhaustive of the factors
that may affect any of the forward-looking statements and the
reader should not place an undue reliance on these assumptions and
such forward-looking statements. The key assumptions that have been
made in connection with the forward-looking statements include:
that the business of our special meeting concludes as anticipated;
the timing and receipt of the necessary regulatory, court and other
approvals; and the time necessary to satisfy all other conditions
to the closing of the Arrangement. Nexen believes the material
factors, expectations and assumptions reflected in the
forward-looking statements are reasonable, but no assurance can be
given that these factors, expectations and assumptions will prove
to be correct.
The forward-looking statements are subject to known and
unknown risks and uncertainties and other factors which may cause
actual results and achievements to differ materially from those
expressed or implied by such statements. Although Nexen believes
the expectations conveyed by the forward-looking statements are
reasonable based on information available on the date such
forward-looking statements were made, no assurances can be given as
to future results and achievements. Undue reliance should not be
placed on the forward-looking statements contained herein, which
are made as of the date hereof and, except as required by law,
Nexen undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The forward-looking statements
contained herein are expressly qualified by this cautionary
statement. Readers should also refer to the Risk Factors contained
in Nexen's 2011 Annual Information Form, and to the Quantitative
Disclosures about Market Risk and Forward-Looking Statements
contained in the Company's 2011 Management Discussion and
Analysis.
SOURCE Nexen Inc.
