Summary
This 8-K filing from ConocoPhillips (COP) reports on a significant event: the entry into an Agreement and Plan of Merger dated December 12, 2005, to acquire Burlington Resources Inc. The transaction, structured as a merger where Burlington Resources will merge with a ConocoPhillips subsidiary, will be an all-stock and cash deal. Specifically, each share of Burlington Resources common stock will be exchanged for 0.7214 shares of ConocoPhillips common stock and $46.50 in cash. The transaction has been approved by the Boards of Directors of both companies and, if consummated, will result in Burlington Resources' outstanding stock options being converted into vested replacement options for ConocoPhillips stock.
Key Highlights
- 1ConocoPhillips (COP) has entered into a definitive agreement to acquire Burlington Resources Inc.
- 2The acquisition will be an all-stock and cash transaction.
- 3Each Burlington Resources share will be exchanged for 0.7214 shares of ConocoPhillips stock and $46.50 cash.
- 4The Boards of Directors for both ConocoPhillips and Burlington Resources have approved the merger.
- 5The merger is subject to customary closing conditions, including approval by Burlington Resources shareholders and regulatory approvals (e.g., Hart-Scott-Rodino).
- 6ConocoPhillips' stockholders do not need to approve the transaction.
- 7A termination fee of $1.0 billion is payable by Burlington Resources under certain circumstances.
Frequently Asked Questions
The primary purpose of this 8-K filing is to announce that ConocoPhillips has entered into a material definitive agreement to acquire Burlington Resources Inc. It outlines the key terms of the merger agreement.
Burlington Resources shareholders will receive a combination of ConocoPhillips common stock and cash for each share of Burlington Resources common stock they own. The exchange ratio is 0.7214 shares of ConocoPhillips common stock and $46.50 in cash per share.
Yes, the merger is subject to several conditions, including approval by Burlington Resources shareholders, the absence of any legal prohibitions, expiration of the Hart-Scott-Rodino waiting period, and other regulatory approvals. Both parties must also meet certain representations and warranty accuracy, and covenant compliance conditions.
No, the filing explicitly states that the merger does not require the approval of ConocoPhillips stockholders.