Phillips Petroleum Co. and Conoco Inc. reported Tuesday that shareholders of both companies have separately voted to approve the proposed merger of equals. The companies said that the merger is expected to be completed in the second half of 2002, pending expiration of the waiting period under the U.S. Hart-Scott-Rodino Act and other customary closing conditions.

Preliminary results from the votes indicate that more than 96% of the Conoco shares voted were cast in favor of the merger, while approximately 97% of the Phillips shares voted were also favorable. Once complete, the merged company will be headquartered in Houston and will be called ConocoPhillips. The combined company is expected to achieve annual recurring cost savings of at least $750 million within the first full year after the completion of the merger.

“Today’s vote is an important step in combining Phillips and Conoco, and we appreciate the support from our shareholders,” said Jim Mulva, Phillips CEO. “We believe the combination of these two companies will create significant value for all stakeholders and provide excellent financial and operational growth opportunities.”

Mulva will serve as president and CEO of ConocoPhillips, while Archie W. Dunham, currently chairman and CEO of Conoco, will serve as chairman.

“The combination creates an extraordinary set of complementary capabilities, drawing on the talented management and core competencies of both Conoco and Phillips,” Dunham said. He added that the new company will have strong and stable earnings and cash flow as a result of its portfolio diversification and a larger relative presence in more politically stable regions of the world.

First announced in November 2001, the merger valued at $53.5 billion would create the third-largest integrated U.S. energy company based on market capitalization and oil and gas reserves and production (see Daily GPI, Nov. 20, 2001).

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