Filed by PDC Energy, Inc.
pursuant to Rule 425 of
the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-6 under the
Securities Exchange Act
of 1934
Subject Company: PDC Energy,
Inc.
(Commission File No.: 001-37419)
On July 17, 2023, PDC
Energy, Inc. (“PDC”) sent the following communication relating to its pending merger transaction with Chevron Corporation
(“Chevron”) to certain of PDC’s business partners and suppliers.
----------
July 17, 2023
| Re: | Pending merger transaction with Chevron Corporation (“Chevron”) to certain of PDC’s
business partners and suppliers |
Dear PDC Business Partner:
We are pleased to share that
PDC Energy will be acquired by Chevron in an all-stock transaction that will drive long-term value creation. You can read the press release
we issued on PDC’s website.
Chevron is a recognized blue
chip industry leader. It is home to top-tier assets, as well as exceptional midstream and downstream businesses, and an emerging new energy,
lower carbon business. Chevron also shares our values with regard to responsible and safe operations, has deep regulatory and community
relationships, and is committed to being a good corporate citizen and neighbor. We are confident that its substantial resources and assets
will create meaningful value for our partners.
We anticipate legal closing
within the first half of August, subject to customary closing conditions, including PDC shareholder approval and receipt of regulatory
approvals. Until the closing of this transaction, PDC and Chevron will continue to operate as separate, independent companies and it remains
business as usual. As such, we do not expect any changes at this time to our relationship or how we conduct business.
Please continue to submit invoices
for PDC Energy through Open Invoice until further notice. We will keep you informed as we work toward closing the transaction with Chevron.
Please don’t hesitate to reach out to Aaron Vandeford at Aaron.Vandeford@pdce.com if you have any questions.
As always, we greatly value
our partnership and thank you for your continued support as we move forward.
Sincerely,
Bart Brookman, President and
Chief Executive Officer
PDC Energy
Important Information
for Investors and Stockholders
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Chevron
filed a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary prospectus
of Chevron that also constitutes a preliminary proxy statement of PDC. The Form S-4 was declared effective on July 7, 2023, and the definitive
proxy statement/prospectus was mailed to stockholders of PDC on the same date. This communication is not a substitute for the proxy statement/prospectus
or registration statement or for any other document that Chevron or PDC may file with the SEC and send to PDC’s stockholders in
connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND PDC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders are able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Chevron or
PDC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Chevron are available
free of charge on Chevron’s website at http://www.chevron.com/investors and copies of the documents filed with the SEC by PDC are
available free of charge on PDC’s website at http://www.pdce.com/investors-overview.
Chevron and PDC and certain
of their respective directors, certain of their respective executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about the
directors and executive officers of Chevron is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022, which
was filed with the SEC on February 23, 2023, and its proxy statement for its 2023 annual meeting of stockholders, which was filed with
the SEC on April 12, 2023. Information about the directors and executive officers of PDC is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2022, which was filed with the SEC on February 22, 2023, and its proxy statement for its 2023 annual meeting
of stockholders, which was filed with the SEC on April 12, 2023. These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential
transaction are included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the
SEC when they become available.
Cautionary Statement Regarding
Forward-Looking Information
This communication
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements generally include statements regarding the potential transaction between Chevron and PDC, including any statements
regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the
expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements
regarding Chevron’s and PDC’s future expectations, beliefs, plans, objectives, results of operations, financial
condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words
or phrases such as “anticipates,” “expects,” “intends,” “plans,”
“targets,” “forecasts,” “projects,” “believes,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “may,”
“could,” “should,” “will,” “budgets,” “outlook,” “trends,”
“guidance,” “focus,” “on schedule,” “on track,” “is slated,”
“goals,” “objectives,” “strategies,” “opportunities,” “poised,”
“potential” and similar expressions. All such forward-looking statements are based on current expectations of
Chevron’s and PDC’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors
that could cause actual results to differ materially from those projected in the forward-looking statements include the ability to
obtain the requisite PDC stockholder approval; uncertainties as to the timing to consummate the potential transaction; the risk that
a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are not obtained or are
obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Chevron’s or PDC’s
respective businesses; the effect of the potential transaction on the parties’ stock prices; the effects of industry, market,
economic, political or regulatory conditions outside of the parties’ control; transaction costs; Chevron’s ability to
achieve the benefits from the proposed transaction, Chevron’s ability to promptly, efficiently and effectively integrate
acquired operations into its own operations; unknown liabilities; and the diversion of management time on transaction-related
issues. Other important factors that could cause actual results to differ materially from those in the forward-looking statements
include those described in the “Risk Factors” section of PDC’s most recent Annual Report on Form 10-K, as it may
be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K all of which are available on
PDC’s website at http://investor.pdce.com/sec-filings and on the SEC’s website at http://www.sec.gov, and in the
“Risk Factors” section of Chevron’s most recent Annual Report on Form 10-K, as it may be updated from time to time
by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available on Chevron’s website at
https://chevroncorp.gcs-web.com/financial-information/sec-filings and on the SEC’s website at http://www.sec.gov. Those
disclosures are incorporated by reference in this communication. Other unpredictable or unknown factors not discussed or
incorporated by reference in this communication could also have material adverse effects on forward-looking statements. Neither PDC
nor Chevron assumes any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements, as they speak only as of the date hereof.
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