Freeport-McMoRan in Acquisition of Plains Exploration & Production

December 5, 2012

Cleary Gottlieb is representing Barclays Capital as financial advisor to Plains Exploration & Production Company in the proposed sale of Plains to Freeport-McMoRan Copper & Gold for an enterprise value of $6.9 billion. The acquisition agreement, which was announced on December 5, was entered into concurrently with Freeport-McMoRan’s agreement to acquire a second natural resource company, McMoRan Exploration Co.

The combined transactions are expected to create a U.S.-based natural resource company with an industry leading global portfolio of mineral assets, significant oil and gas resources and a growing production profile. Freeport-McMoRan will be issuing 0.6531 shares of Freeport-McMoRan common stock and paying $25.00 in cash for each outstanding Plains share, with Plains shareholders entitled to elect to receive either cash or stock, subject to proration in the event either form of consideration is oversubscribed. The transaction is subject to the approval of the shareholders of Plains, receipt of regulatory approvals and customary closing conditions.

Plains is an independent oil and gas company primarily engaged in the activities of acquiring, developing, exploring and producing oil and gas in the United States. Freeport-McMoRan is a leading international mining company that operates large, long-lived, geographically diverse assets with significant proven and probable reserves of copper, gold and molybdenum.