JOINT PROXY STATEMENT AND PROSPECTUS MERGER . - Devon Energy
JOINT PROXY STATEMENT AND PROSPECTUSMERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANTDear Stockholders of Devon Energy Corporation and WPX Energy, Inc.:On behalf of the boards of directors of Devon Energy Corporation (“Devon”) and WPX Energy, Inc.(“WPX”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger ofDevon and WPX. We are requesting that you take certain actions as a Devon or WPX stockholder.On September 26, 2020, Devon, East Merger Sub, Inc., a Delaware corporation and wholly-owned, directsubsidiary of Devon (“Merger Sub”), and WPX entered into an Agreement and Plan of Merger (as amended fromtime to time, the “Merger Agreement”), providing for the merger of Merger Sub with and into WPX, with WPXsurviving the merger (the “merger”) as a wholly-owned, direct subsidiary of Devon. In the merger, WPXstockholders will be entitled to receive, in exchange for each share of WPX common stock, par value 0.01 pershare (“WPX Common Stock”), owned by them immediately prior to such merger, 0.5165 shares of Devoncommon stock, par value 0.10 per share (“Devon Common Stock”), with cash paid in lieu of the issuance of anyfractional shares, which we refer to collectively as the merger consideration.Devon and WPX will each hold special meetings of their respective stockholders in connection with theproposed merger (respectively, the “Devon Special Meeting” and “WPX Special Meeting”).At the Devon Special Meeting, holders of Devon Common Stock (the “Devon stockholders”) will be askedto vote on proposals to (i) approve the issuance of shares of Devon Common Stock to the holders of WPXCommon Stock (the “WPX stockholders”) in connection with the merger pursuant to the terms of the MergerAgreement (the “Stock Issuance Proposal”) and (ii) approve the adjournment of the Devon Special Meeting tosolicit additional proxies if there are not sufficient votes cast at the Devon Special Meeting to approve the StockIssuance Proposal (the “Devon Adjournment Proposal”). Approval of the Stock Issuance Proposal requires theaffirmative vote of a majority of the Devon Common Stock entitled to vote thereon and present in person orrepresented by proxy at the Devon Special Meeting. Approval of the Devon Adjournment Proposal requires theaffirmative vote of a majority of the Devon Common Stock entitled to vote thereon and present in person orrepresented by proxy at the Devon Special Meeting. Under the Devon Bylaws, virtual attendance at the specialmeeting constitutes presence in person for purposes of the vote required.Contemporaneously and in connection with the execution of the Merger Agreement, Devon entered into asupport agreement (the “EnCap Support Agreement”) (a copy of which is attached as Annex D to this joint proxystatement/prospectus) with certain WPX stockholders affiliated with EnCap Investments L.P. (such stockholdersare referred to herein collectively as “EnCap”), pursuant to which EnCap agreed, among other things, subject tothe terms and conditions thereof, to vote all of the shares of WPX Common Stock held by EnCap as of such datein favor of the Merger Proposal at the WPX Special Meeting. For more information, please see “The MergerAgreement—EnCap Support Agreement.” For more information regarding the security ownership of EnCap,please see “Certain Beneficial Owners of WPX Common Stock.”The Devon Special Meeting will be held virtually at www.virtualshareholdermeeting.com/DVN2020SM,on December 30, 2020, at 9:30 a.m., Central Time. Devon’s board of directors (the “Devon Board”)unanimously recommends that Devon stockholders vote “FOR” the Stock Issuance Proposal.At the WPX Special Meeting, WPX stockholders will be asked to vote on proposals to (i) adopt the MergerAgreement (the “Merger Proposal”), (ii) approve, on a non-binding advisory basis, the compensation that may bepaid or become payable to WPX’s named executive officers that is based on or otherwise relates to the merger(the “Advisory Compensation Proposal”) and (iii) approve the adjournment of the WPX Special Meeting tosolicit additional proxies if there are not sufficient votes cast at the WPX Special Meeting to approve the MergerProposal (the “WPX Adjournment Proposal”). Approval of the Merger Proposal requires the affirmative vote ofthe holders of a majority of the outstanding shares of WPX Common Stock entitled to vote on the proposal.Approval of the WPX Adjournment Proposal and, assuming a quorum is present, the Advisory CompensationProposal requires the affirmative vote of the holders of a majority of the WPX Common Stock entitled to vote
thereon and present in person or represented by proxy at the WPX Special Meeting. Under the WPX Bylaws,virtual attendance at the special meeting constitutes presence in person for purposes of the vote required.The WPX Special Meeting will be held virtually at www.meetingcenter.io/279855004, onDecember 30, 2020, at 9:30 a.m., Central Time. The board of directors of WPX (the “WPX Board”)unanimously recommends that WPX stockholders vote “FOR” the Merger Proposal, “FOR” the AdvisoryCompensation Proposal and “FOR” the WPX Adjournment Proposal.If the merger is completed, at the effective time of the merger (the “Effective Time”), each issued andoutstanding share of WPX Common Stock as of immediately prior to the Effective Time that is eligible to beconverted into Devon Common Stock in accordance with the terms of the Merger Agreement will convertautomatically into the right to receive 0.5165 shares of Devon Common Stock (the “Exchange Ratio”), with cashpaid in lieu of the issuance of fractional shares, if any. Although the number of shares of Devon Common Stockthat WPX stockholders will receive in exchange for their shares of WPX Common Stock is fixed, the marketvalue of the merger consideration will fluctuate with the market price of Devon Common Stock and will not beknown at the time WPX stockholders vote to adopt the Merger Agreement or at the time Devon stockholdersvote to approve the Stock Issuance Proposal. Based on the closing price of Devon Common Stock on the NewYork Stock Exchange (“NYSE”) on September 25, 2020, the last trading day before the public announcement ofthe parties entering into the Merger Agreement, the exchange ratio represented approximately 4.53 in value foreach share of WPX Common Stock. Based on the closing price of Devon Common Stock on the NYSE onNovember 18, 2020, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately 6.59 in value for each share of WPX Common Stock.Based on the estimated number of shares of Devon Common Stock and estimated number of shares of WPXCommon Stock, as well as the outstanding equity awards of the parties, that will be outstanding immediatelyprior to the consummation of the merger, we estimate that, upon consummation of the merger, Devonstockholders as of immediately prior to the merger will hold approximately 57%, and WPX stockholders as ofimmediately prior to the merger will hold approximately 43%, of the issued and outstanding shares of DevonCommon Stock (in each case based on fully diluted shares outstanding of each company). We urge you to obtaincurrent market quotations for Devon Common Stock (trading symbol “DVN”) and WPX Common Stock (tradingsymbol “WPX”).The obligations of Devon and WPX to complete the merger are subject to the satisfaction or waiver of anumber of conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to theaccompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describesthe Devon Special Meeting and the proposals to be considered thereat, the WPX Special Meeting and theproposals to be considered thereat, the merger and the documents and agreements related to the merger. It alsocontains or references information about Devon and WPX and certain related agreements and matters. Pleasecarefully read the entire accompanying joint proxy statement/prospectus, including “Risk Factors” beginning onpage 33, for a discussion of the risks relating to the proposed merger. You also can obtain information aboutDevon and WPX from documents that each has filed with the Securities and Exchange Commission (the “SEC”).Please see “Where You Can Find More Information” beginning on page 216 of the accompanying joint proxystatement/prospectus for how you may obtain such information.Sincerely,David A. HagerPresident and Chief Executive OfficerDevon Energy CorporationRichard E. MuncriefChairman of the Board of Directors and ChiefExecutive OfficerWPX Energy, Inc.Neither the SEC nor any state securities commission has approved or disapproved of the securities tobe issued in connection with the merger described in the accompanying joint proxy statement/prospectusor determined if the accompanying joint proxy statement/prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense.The accompanying joint proxy statement/prospectus is dated November 24, 2020 and is first being mailed toDevon stockholders of record and WPX stockholders of record on or about November 30, 2020.
333 W. Sheridan Ave.Oklahoma City, Oklahoma 73102-5015NOTICE OF SPECIAL MEETING OF STOCKHOLDERSOFDEVON ENERGY CORPORATIONTO BE HELD ON DECEMBER 30, 2020To the Stockholders of Devon Energy Corporation:You are cordially invited to attend the special meeting of stockholders (the “Devon Special Meeting”) ofDevon Energy Corporation (“Devon”) virtually, to be held at 9:30 a.m., Central Time, on December 30, 2020virtually at www.virtualshareholdermeeting.com/DVN2020SM, for the following purposes:1.2.to consider and vote on a proposal (the “Stock Issuance Proposal”) to approve the issuance of shares ofDevon’s common stock, par value 0.10 per share (the “Devon Common Stock”), pursuant to theAgreement and Plan of Merger, dated as of September 26, 2020 (the “Merger Agreement”), by andamong Devon, East Merger Sub, Inc. (“Merger Sub”) and WPX Energy, Inc. (“WPX”), as it may beamended from time to time, a copy of which is attached as Annex A to the joint proxy statement/prospectus; andto consider and vote on a proposal to approve the adjournment of the Devon Special Meeting, ifnecessary or appropriate, for the purpose of soliciting additional votes for the approval of the StockIssuance Proposal (the “Devon Adjournment Proposal”).Devon will transact no other business at the Devon Special Meeting or any adjournment or postponementthereof, except such business as may properly be brought before the Devon Special Meeting by or at the directionof the board of directors of Devon (the “Devon Board”) in accordance with Devon’s amended and restatedbylaws. These items of business are described in the enclosed joint proxy statement/prospectus. The DevonBoard has designated the close of business on November 4, 2020 as the record date for the purpose ofdetermining the holders of shares of Devon Common Stock who are entitled to receive notice of, and to vote at,the Devon Special Meeting and any adjournment or postponement of the special meeting, unless a new recorddate is fixed in connection with any adjournment or postponement of the special meeting. Only holders of recordof Devon Common Stock at the close of business on the record date are entitled to notice of, and to vote at, theDevon Special Meeting and at any adjournment or postponement of the special meeting.The Devon Board has (i) determined that it is in the best interest of Devon and the holders of DevonCommon Stock to enter into the Merger Agreement, (ii) declared entry into the Merger Agreement to beadvisable, (iii) authorized and approved Devon’s execution, delivery and performance of the Merger Agreementin accordance with its terms and Devon’s consummation of the transactions contemplated thereby, including themerger of Merger Sub and WPX contemplated thereby (the “merger”) and the issuance of Devon Common Stockcontemplated by the Stock Issuance Proposal, (iv) directed that the approval of the Stock Issuance Proposal besubmitted to a vote at a meeting of the holders of Devon Common Stock and (v) recommended that the holdersof Devon Common Stock approve the Stock Issuance Proposal. The Devon Board recommends that holders ofDevon Common Stock vote “FOR” the Stock Issuance Proposal and “FOR” the Devon AdjournmentProposal.
Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” theStock Issuance Proposal and “FOR” the Devon Adjournment Proposal. Even if you plan to attend the DevonSpecial Meeting virtually, Devon requests that you complete, sign, date and return the enclosed proxy card in theaccompanying envelope prior to the special meeting to ensure that your shares will be represented and voted atthe special meeting if you later decide not to or become unable to attend virtually.You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or bytelephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet orby telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not astockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or othernominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee inorder to be able to vote at the special meeting.Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure aquorum and avoid added solicitation costs. Any eligible holder of Devon Common Stock may vote virtually atthe special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writingbefore the special meeting in the manner described in the joint proxy statement/prospectus.Please vote as promptly as possible, whether or not you plan to attend the Devon Special Meetingvirtually. If your shares are held in the name of a broker, bank, or other nominee, please vote by followingthe instructions on the voting instruction form furnished by the broker, bank, or other nominee. If youhold your shares in your own name, submit a proxy to vote your shares as promptly as possible by(i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxycard or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided.Submitting a proxy will not prevent you from voting virtually, but it will help to secure a quorum andavoid added solicitation costs. Any eligible holder of Devon Common Stock entitled to vote thereon andwho is virtually present at the Devon Special Meeting may vote, thereby revoking any previous proxy. Inaddition, a proxy may also be revoked in writing before the Devon Special Meeting in the mannerdescribed in this joint proxy statement/prospectus.If you have any questions concerning the merger or the joint proxy statement/prospectus, would likeadditional copies or need help voting your shares of Devon Common Stock, please contact Devon’s proxysolicitor:1407 Broadway, 27th FloorNew York, New York 10018Email: proxy@mackenziepartners.comCall Collect: (212) 929-5500Toll-Free: (800) 322-2885By Order of the Board of DirectorsChristopher J. KirtVice President Corporate Governance and SecretaryOklahoma City, OklahomaNovember 24, 2020Your vote is very important, regardless of the number of shares of Devon Common Stock you own. Themerger cannot be completed unless stockholders of both Devon and WPX approve certain proposalsrelated to the merger. Whether or not you plan to attend the Devon Special Meeting virtually, pleasesubmit a proxy to vote your shares as promptly as possible to make sure that your sharesare represented at the Devon Special Meeting.
WPX ENERGY, INC.3500 One Williams CenterTulsa, Oklahoma 74172NOTICE OF SPECIAL MEETING OFSTOCKHOLDERS OF WPX ENERGY, INC.TO BE HELD DECEMBER 30, 2020Dear Stockholder:You are cordially invited to attend the special meeting of stockholders (the “WPX Special Meeting”) ofWPX Energy, Inc. (“WPX”) virtually, to be held at 9:30 a.m., Central Time, on December 30, 2020 atwww.meetingcenter.io/279855004, for the following purposes:1.To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 26, 2020 (asamended from time to time, the “Merger Agreement”), by and among Devon Energy Corporation(“Devon”), WPX and East Merger Sub, Inc., a Delaware corporation and a wholly-owned, directsubsidiary of Devon (“Merger Sub”) and WPX (the “Merger Proposal”);2.To vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paidor become payable to WPX’s named executive officers that is based on or otherwise relates to themerger (as defined below) (the “Advisory Compensation Proposal”); and3.To vote on a proposal to approve the adjournment of the WPX Special Meeting to solicit additionalproxies if there are not sufficient votes cast at the WPX Special Meeting to approve the MergerProposal (the “WPX Adjournment Proposal”).WPX will transact no other business at the WPX Special Meeting, except such business as may properly bebrought before the WPX Special Meeting or any adjournment or postponement thereof by or at the direction ofthe WPX board of directors (the “WPX Board”) in accordance with WPX’s amended and restated bylaws. Thisjoint proxy statement/prospectus, of which this notice is a part, describes the proposals listed above in moredetail. Please refer to the attached documents, including the Merger Agreement and all other annexes and anydocuments incorporated by reference, for further information with respect to the business to be transacted at theWPX Special Meeting. You are encouraged to read the entire document carefully before voting. In particular,please see the sections entitled “The Merger” beginning on page 53 for a description of the transactionscontemplated by the Merger Agreement and “Risk Factors” beginning on page 33 for an explanation of the risksassociated with the merger and the other transactions contemplated by the Merger Agreement.Approval of the WPX Merger Proposal by the affirmative vote of the holders of a majority of theoutstanding shares of WPX common stock, par value 0.01 per share (“WPX Common Stock”), entitled to voteon the proposal is required to complete the merger between WPX and Merger Sub, as contemplated pursuant tothe Merger Agreement (the “merger”). Holders of WPX Common Stock (“WPX stockholders”) will also beasked to approve the Advisory Compensation Proposal and the WPX Adjournment Proposal.The WPX Board has fixed the close of business on November 4, 2020, as the record date for thedetermination of the WPX stockholders entitled to receive notice of, and to virtually vote at, the WPX SpecialMeeting or any adjournment or postponement thereof. The WPX stockholders of record as of the close ofbusiness on the record date are the only WPX stockholders that are entitled to receive notice of, and to virtuallyvote at, the WPX Special Meeting or any adjournment or postponement thereof. For additional informationregarding the WPX Special Meeting, please see the section entitled “WPX Special Meeting” beginning onpage 157 of this joint proxy statement/prospectus.
The WPX Board, at a meeting duly called and held, has by unanimous vote (i) declared that the MergerAgreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interestsof WPX and the WPX stockholders, (ii) approved and declared advisable the Merger Agreement and thetransactions contemplated thereby, including the merger and (iii) recommended that the WPX stockholders adoptthe Merger Agreement and approve the transactions contemplated thereby, including the merger. The WPXBoard unanimously recommends that holders of WPX Common
WPX Energy, Inc. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger described in the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any
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