10:39 AM EDT, 08/25/2025 (MT Newswires) -- Crescent Energy ( CRGY ) on Monday agreed to acquire Vital Energy ( VTLE ) in an all-stock deal worth about $3.1 billion, including debt, to create one of the top independent oil and gas producers in the US.

Shareholders of Vital will receive 1.9062 Crescent class A shares for each share they own in the company, representing a 15% premium to the former's 30-day volume weighted average price as of Friday, the companies said in a joint statement. Crescent's shares fell 8.5% in Monday trade, while Vital climbed 9.5%.

The transaction, which requires approval from both companies' shareholders and clearance from regulators, is expected to complete by the end of this year. Following completion, Crescent's investors will own about 77% of the combined company, while Vital shareholders will hold the remaining 23% stake.

"This combination represents compelling value for all shareholders, with attractive acquisition returns and significant accretion across all key financial metrics," Crescent Chief Executive David Rockecharlie said in the statement. "We've always had a free cash flow focused strategy, and our model applied to these assets creates sustainable value for all shareholders."

The companies estimate the deal to be "highly accretive" across cash flow from operations, free cash flow and net asset value per share. They also project $90 million to $100 million of immediate annual synergies with potential for substantial incremental operating efficiencies.

Crescent has also lined up a $1 billion pipeline of non-core asset divestitures to strengthen its balance sheet. "Acquiring Vital and executing on an attractive pipeline of non-core divestitures sharpens our focus and expands our opportunity set for accretive future growth," according to Chairman John Goff.

Vital will designate two directors to join Crescent's board. Goff will continue to serve as nonexecutive chairman, while Rockecharlie will keep his post as CEO of the combined company. Crescent will continue to be based in Houston, Texas.

"Our combination with Crescent Energy ( CRGY ) will create a premier, scaled, mid-cap operator with significant efficiencies across a larger asset base," Vital CEO Jason Pigott said. "The combined businesses will have more capital allocation flexibility across a vast development inventory and the ability to immediately transfer best operating practices across basins."

Earlier in August, Vital reported second-quarter adjusted earnings of $2.02 a share, up from $1.46 the year before. Overall revenue declined to $429.6 million from $476.4 million in the prior-year quarter.

Price: 9.41, Change: -0.54, Percent Change: -5.38