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Freeport-McMoRan To Buy Plains Exploration & Production And McMoRan Exploration

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Freeport-McMoRan Copper & Gold Inc. (FCX: Quote), Plains Exploration & Production Company (PXP: Quote) and McMoRan Exploration Co. (MMR: Quote) announced they have signed definitive merger agreements under which, Freeport-McMoRan will acquire Plains Exploration & Production for approximately $6.9 billion in cash and stock, and Freeport-McMoRan will acquire McMoRan Exploration for approximately $3.4 billion in cash or $2.1 billion net of 36 percent of the MMR interests currently owned by FCX and PXP.

Upon closing, McMoRan Exploration shareholders will also receive a distribution of units in a royalty trust which will hold a 5 percent overriding royalty interest on future production in McMoRan Exploration's existing shallow water ultra-deep properties.

Freeport-McMoRan has agreed to acquire Plains Exploration & Production for per-share consideration consisting of 0.6531 shares of Freeport-McMoRan common stock and $25.00 in cash. Aggregate consideration to the Plains Exploration & Production shareholders is expected to consist of approximately $3.4 billion in cash and approximately 91 million shares of Freeport-McMoRan common stock.

Freeport-McMoRan has agreed to acquire McMoRan Exploration for per-share consideration consisting of $14.75 in cash and 1.15 units of a royalty trust, which will hold a 5 percent overriding royalty interest in future production from McMoRan Exploration's existing ultra-deep exploration properties.

James Moffett, Chairman of Freeport-McMoRan and Co-chairman and Chief Executive Officer of McMoRan Exploration, will continue as Chairman of Freeport-McMoRan. "Mack" Rankin, Jr. will continue in his role as Vice Chairman. Richard Adkerson, President and Chief Executive Officer of Freeport-McMoRan and Co-chairman of McMoRan Exploration, will continue as President and Chief Executive Officer and be appointed Vice Chairman. Upon completion of the transaction, James Flores, Chairman, President and Chief Executive Officer of Plains Exploration & Production, will be Vice Chairman of Freeport-McMoRan and Chief Executive Officer of FCX's oil and gas operations. Kathleen Quirk will continue as Executive Vice President and Chief Financial Officer of Freeport-McMoRan.

The combined company is expected to be a premier U.S.-based natural resource company with a global portfolio of mineral assets, significant oil and gas resources and a growing production profile. The transactions are expected to close in the second quarter of 2013.

Weil, Gotshal & Manges LLP served as legal advisor to the special committee of the MMR board of directors. Michael Aiello, chairman of Weil's Corporate Department, led Weil's team.

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by RTT Staff Writer

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