Chesapeake said four stockholder complaints have been filed over its merger with Southwestern Energy Company, alleging that the proxy statement/prospectus omits or misstates material information. The company said it believes the claims are entirely without merit, but it is voluntarily supplementing the filing to moot the disclosure claims and avoid nuisance, cost and distraction. The company also said it does not admit any culpability, liability or wrongdoing in making the supplemental disclosures.

1. 01

   Chesapeake said four stockholder complaints have been filed over its merger with Southwestern Energy Company, alleging that the proxy statement/prospectus omits or misstates material information. The company said it believes the claims are entirely without merit, but it is voluntarily supplementing the filing to moot the disclosure claims and avoid nuisance, cost and distraction. The company also said it does not admit any culpability, liability or wrongdoing in making the supplemental disclosures.

2. 02

   Chesapeake said it revised the number of common shares outstanding as of the April 22, 2024 record date from 130,794,770 to 131,048,463. The revision will be reflected in the voting information, the explanation of the special meeting record date and the capital stock comparison.

3. 03

   Chesapeake disclosed the following in its supplemental prospective EBITDAX line items: 2024E hedged revenue of $3,288, total EBITDAX of $2,030, and 2025E total EBITDAX of $2,500. For Southwestern, prospective total EBITDAX was $2,295 for 2024E and $2,871 for 2025E. The table does not state units.

4. 04

   Chesapeake said Evercore's net asset value analysis implied a range of $63.50 to $81.78 per share of Chesapeake common stock and, before synergies, $4.61 to $6.60 per share of Southwestern common stock. As of January 4, 2024, the closing prices were $76.96 for Chesapeake and $6.40 for Southwestern.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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