Result of General Meeting and Acquisition Update

Rhea-AI Summary

Diversified Energy Company PLC (LSE:DEC, NYSE:DEC) announces successful shareholder approval for the proposed acquisition of Maverick Natural Resources. The resolution, which authorizes the allotment and issuance of consideration shares for the acquisition, received substantial support at the General Meeting held on March 10, 2025.

A significant milestone was achieved as the Hart-Scott-Rodino Antitrust Improvements Act waiting period expired on March 7, 2025, satisfying a important condition for the transaction's completion. The company expects to finalize the acquisition before the end of Q1 2025.

Positive

• Shareholders approved acquisition with substantial support
• Key regulatory approval obtained through HSR Act waiting period expiration
• Acquisition on track to complete within planned Q1 2025 timeline

Negative

• None.

Insights

Financial Analyst

Diversified Energy's shareholders have approved the issuance of consideration shares for the Maverick Natural Resources acquisition, eliminating a key execution risk. Additionally, the HSR Act waiting period expired on March 7, satisfying an important regulatory condition for the transaction.

These dual approvals—shareholder authorization and regulatory clearance—put DEC on track to complete the acquisition before the end of Q1 2025, which is within the next three weeks. The company characterized shareholder support as "substantial," though specific voting percentages weren't disclosed.

This announcement represents procedural progress rather than new economic information. The update lacks critical details about the acquisition's value, the assets being acquired, expected synergies, or the proportion of the transaction being funded through share issuance versus other financing methods.

For context, DEC's current $663.5 million market capitalization makes the size of this acquisition particularly relevant to assess potential dilution from the consideration shares. Without knowing the acquisition's purchase price or the number of new shares to be issued, it's impossible to calculate the dilutive impact on existing shareholders or determine whether the transaction will be accretive to earnings.

This progress update removes execution uncertainty but provides insufficient information to evaluate the transaction's ultimate financial impact on DEC.

BIRMINGHAM, Ala., March 10, 2025 (GLOBE NEWSWIRE) -- Diversified Energy Company PLC (LSE:DEC, NYSE:DEC) is pleased to announce that the resolution put to shareholders at the Company's General Meeting held earlier today was duly passed.

The General Meeting was held to invite shareholders to consider and approve the resolution to allot and issue the consideration shares connection with the proposed acquisition of Maverick Natural Resources (the “Acquisition”), as described in the announcement released on January 27, 2025 and the shareholder circular (including the notice of general meeting) published on February 20, 2025 (the “Circular”).

The total votes were cast as follows:

Resolution		For	%			Against	%			Withheld
1. Approval to allot the consideration shares		28,359,028	99	%		213,759	1	%		49,696

Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" or "Against" shown.

The full text of the resolution passed at the General Meeting is set out in the Circular which has also been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Board of Diversified Energy Company PLC is pleased to note that shareholders approved the resolution with substantial support, and would like to thank shareholders for their input and continued support.

Acquisition Timing Update

The Company notes that the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") waiting period in connection with the Acquisition expired on March 7, 2025. The expiration of the waiting period under the HSR Act satisfies an important condition necessary for the completion of the transaction.

Following approval by Shareholders and the expiration of the HSR Act waiting period, the Company expects to complete the Acquisition before the end of the first quarter 2025. A further announcement will be made once the Acquisition has been completed.

Capitalized terms not otherwise defined in the text of this announcement have the meanings given in the Circular.

For further information, please contact:

Diversified Energy Company PLC	+1 973 856 2757
Doug Kris	dkris@dgoc.com
Senior Vice President, Investor Relations & Corporate Communications	www.div.energy
FTI Consulting	dec@fticonsulting.com
U.S. & UK Financial Public Relations

About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

FAQ

When will Diversified Energy Company (DEC) complete the Maverick Natural Resources acquisition?

DEC expects to complete the Maverick Natural Resources acquisition before the end of Q1 2025.

Has DEC received shareholder approval for the Maverick Natural Resources acquisition?

Yes, shareholders approved the resolution with substantial support at the General Meeting held on March 10, 2025.

What regulatory approval has DEC received for the Maverick acquisition?

The Hart-Scott-Rodino Antitrust Improvements Act waiting period expired on March 7, 2025, satisfying a key regulatory condition.

What was the purpose of DEC's General Meeting on March 10, 2025?

The meeting was held to approve the resolution for allotting and issuing consideration shares for the Maverick Natural Resources acquisition.