DALLAS--(BUSINESS WIRE)--Feb. 5, 2014--
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.
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.
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.
Source: Crosstex Energy
Jill McMillan, 214-721-9271
Public & Industry Affairs