NOBLE ENERGY, INC. (NYSE:NBL) Files An 8-K Other Events

As previously reported, on January 13, 2017, Noble Energy, Inc.
(the Company or Noble Energy), Wild West Merger Sub, Inc., a
Delaware corporation and indirect wholly owned subsidiary of the
Company (Merger Sub), NBL Permian LLC, a Delaware limited
liability company and indirect wholly owned subsidiary of the
Company (Merger Sub II), and Clayton Williams Energy, Inc., a
Delaware corporation (Clayton Williams), entered into an
Agreement and Plan of Merger (the Merger Agreement) to which the
Company will acquire Clayton Williams in exchange for a
combination of shares of common stock, par value $0.01 per share,
of the Company and cash. Upon the terms and subject to the
conditions of the Merger Agreement, (i) Merger Sub will merge
with and into Clayton Williams (the Merger), with Clayton
Williams continuing as the surviving corporation in the Merger
and an indirect wholly owned subsidiary of the Company, and (ii)
thereafter, Clayton Williams will merge with and into Merger Sub
II, with Merger Sub II continuing as the surviving company and an
indirect wholly owned subsidiary of the Company.

On April 12, 2017, Noble Energy and Clayton Williams issued a
joint press release announcing that the election deadline for
record holders of shares of Clayton Williams common stock and
Clayton Williams warrants to elect the form of consideration they
wish to receive in the Merger, subject to the proration
procedures described in the Merger Agreement, is 5:00 p.m.
Central time on April 24, 2017, which is based on the current
expectation that the transaction will be completed by April 25,
2017. A copy of the press release is filed as Exhibit 99.1
hereto.

(d) Exhibits.

Forward Looking Statements

This current report contains certain forward-looking statements
within the meaning of federal securities laws. Words such as
anticipates, believes, expects, intends, will, should, may,
estimates, and similar expressions may be used to identify
forward-looking statements. Forward-looking statements are not
statements of historical fact and reflect Noble Energys and
Clayton Williamss current views about future events. Such
forward-looking statements may include, but are not limited to,
statements about the benefits of the proposed merger involving
Noble Energy and Clayton Williams, including future financial and
operating results, Noble Energys and Clayton Williamss plans,
objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not
historical facts, including estimates of oil and natural gas
reserves and resources, estimates of future production,
assumptions regarding future oil and natural gas pricing, planned
drilling activity, future results of operations, projected cash
flow and liquidity, business strategy and other plans and
objectives for future operations. No assurances can be given that
the forward-looking statements contained in this current report
will occur as projected and actual results may differ materially
from those projected. Forward-looking statements are based on
current expectations, estimates and assumptions that involve a
number of risks and uncertainties that could cause actual results
to differ materially from those projected. These risks and
uncertainties include, without limitation, the ability to obtain
the requisite approval of the Clayton Williams common
stockholders; the risk that Clayton Williams or Noble Energy may
be unable to obtain governmental and regulatory approvals
required for the merger, or required governmental and regulatory
approvals may delay the merger or result in the imposition of
conditions that could cause the parties to abandon the merger,
the risk that a condition to closing of the merger may not be
satisfied, the timing to consummate the proposed merger, the risk
that the businesses will not be integrated successfully, the risk
that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to
realize than expected, disruption from the transaction making it
more difficult to maintain relationships with customers,
employees or suppliers, the diversion of management time on
merger-related issues, the volatility in commodity prices for
crude oil and natural gas, the presence or recoverability of
estimated reserves, the ability to replace reserves,
environmental risks, drilling and operating risks, exploration
and development risks, competition, government regulation or
other actions, the ability of management to execute its plans to
meet its goals and other risks inherent in Noble Energys and
Clayton Williams businesses that are discussed in Noble Energys
and Clayton Williamss most recent annual reports on Form 10-K,
respectively, and in other Noble Energy and Clayton Williams
reports on file with the Securities and Exchange Commission
(SEC). Noble Energys reports are also available from Noble
Energys offices or website, http://www.nblenergy.com, and Clayton
Williamss reports are also available from Clayton Williamss
offices or website, http://www.claytonwilliams.com.
Forward-looking statements are based on the estimates and
opinions of management at the time the statements are made.
Neither Noble Energy nor Clayton Williams assumes any obligation
to update forward-looking statements should circumstances,
managements estimates, or opinions change.

Additional Information And Where To Find It

This current report does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. In connection with the proposed merger
between Noble Energy and Clayton Williams, on March 6, 2017,
Noble Energy filed with the SEC a registration statement on Form
S-4, as amended on March 21, 2017 (the Form S-4) that includes a
proxy statement of Clayton Williams that also constitutes a
prospectus of Noble Energy. The definitive proxy
statement/prospectus was also filed with the SEC by both Noble
Energy and Clayton Williams on March 23, 2017. The Form S-4 was
declared effective on March 23, 2017, and the definitive proxy
statement/prospectus was mailed to stockholders of Clayton
Williams on or about March 27, 2017. This document is not a
substitute for any prospectus, proxy statement or any other
document which Noble Energy or Clayton Williams may file with the
SEC in connection with the proposed transaction. Noble Energy and
Clayton Williams urge Clayton Williams investors and stockholders
to read the Form S-4 and any other relevant documents filed with
the SEC, including the definitive proxy statement/prospectus that
is part of the Form S-4, because they contain important
information. You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at the SECs
website (www.sec.gov). You may also obtain these documents, free
of charge, from Noble Energys website (www.nblenergy.com) under
the tab Investors and then under the heading SEC Filings. You may
also obtain these documents, free of charge, from Clayton
Williamss website (www.claytonwilliams.com) under the tab
Investors and then under the heading SEC Filings.

Participants In The Merger Solicitation

Noble Energy, Clayton Williams, and their respective directors,
executive officers and certain other members of management and
employees may be soliciting proxies from Clayton Williams
stockholders in favor of the merger and related matters.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Clayton
Williams stockholders in connection with the proposed merger is
contained in the definitive proxy statement/prospectus. You can
find information about Noble Energys executive officers and
directors in its definitive proxy statement filed with the SEC on
March 2, 2017, or in the Form S-4. You can find information about
Clayton Williamss executive officers and directors in its 10-K
filed with the SEC on March 2, 2017. You can obtain free copies
of these documents from Noble Energy and Clayton Williams using
the contact information above.