Halcón Resources Corporation (NYSE: HK) (“Halcón Resources”) and
GeoResources, Inc. (NASDAQ: GEOI) (“GeoResources”) today announced
that they have entered into a definitive merger agreement in which
GeoResources will merge into a wholly-owned subsidiary of Halcón
Resources in a cash and stock transaction that values GeoResources
at approximately $1.0 billion, based on the closing price of Halcón
Resources common stock on April 24, 2012. Under the terms of the
merger agreement, Halcón Resources will acquire all outstanding
shares of GeoResources common stock. GeoResources stockholders will
receive $20.00 in cash and 1.932 shares of Halcón Resources common
stock for each share of GeoResources common stock they hold,
representing consideration to GeoResources stockholders of $37.97
per share based on the closing price of Halcón Resources common
stock on April 24, 2012.
Halcón Resources Corporation will continue to be led by Floyd C.
Wilson, Halcón Resources’ Chairman, President and Chief Executive
Officer and Mark J. Mize, Executive Vice President, Chief Financial
Officer and Treasurer. Upon completion of the merger, the
stockholders of GeoResources are expected to own approximately 18%
of the combined company’s outstanding shares on a fully diluted
basis.
Floyd C. Wilson, Chairman, President and Chief Executive Officer
of Halcón Resources commented, “This transaction represents a
significant opportunity for the shareholders of both companies to
benefit from the combined strengths of Halcón Resources and
GeoResources and is immediately accretive to discretionary cash
flow, production and reserves on a per share basis. The combination
will create a resource powerhouse with exposure to some of the most
prolific unconventional liquids plays in the United States. The
transaction will effectively increase our estimated proved reserves
by over 150% to approximately 52.8 million barrels of oil
equivalent, 69% of which is liquids, and substantially increase our
average net daily production by over 170% to approximately 11,070
barrels of oil equivalent based on fourth quarter 2011 production
rates. We look forward to creating a unified company that is
uniquely qualified to create value from the significant upside
potential intrinsic to both companies.”
Frank A. Lodzinski, Chairman, President and Chief Executive
Officer of GeoResources stated, “We are excited about the
opportunity to partner with a company that is well positioned to
become a leading liquids-focused resource player. We have watched
Floyd and his team create significant value for their shareholders
over the years through their focused strategy, excellent technical
capabilities and efficient operations. This transaction provides
our shareholders with a combination of near-term liquidity and
significant exposure to future upside. We believe our shareholders,
employees and other stakeholders will prosper under the Halcón
Resources banner and we are excited to move forward.”
Terms and Conditions
Under the terms of the merger agreement, GeoResources
stockholders will receive $20.00 in cash and 1.932 shares of Halcón
Resources common stock for each share of GeoResources common stock
that they hold. The transaction is expected to qualify as a
tax-deferred reorganization under Section 368(a) of the Internal
Revenue Code to the extent of the stock portion of the
consideration received by GeoResources stockholders.
The transaction is subject to the approval of the stockholders
of both companies, as well as other customary approvals. The board
of directors of each company has unanimously approved the merger
agreement, which is subject to customary closing conditions,
including approval of listing of the Halcón Resources shares to be
issued in the merger on the New York Stock Exchange and regulatory
clearance. The companies anticipate completing the transaction in
the third quarter of 2012.
Barclays and Mitchell Energy Advisors acted as financial
advisors to Halcón Resources and Wells Fargo Securities acted as
financial advisor to GeoResources.
Investor Conference Call
Halcón Resources and GeoResources will host a joint conference
call on April 25, 2012 to discuss the proposed transaction at 1:00
p.m. EDT (12:00 p.m. CDT). Investors may participate in the
conference call via telephone by dialing (877) 810-3368 for
domestic callers or (914) 495-8561 for international callers, in
both cases using conference ID 74274125, and asking for the Halcón
Resources/GeoResources call a few minutes prior to the start time.
An accompanying slide presentation and a link to the live audio
webcast will be available on Halcón Resources’ website at
http://www.halconresources.com on the day of the presentation.
About Halcón Resources
Halcón Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and development
of onshore oil and natural gas properties in the United States.
About GeoResources, Inc.
GeoResources, Inc. is an independent oil and gas company engaged
in the development and acquisition of oil and gas reserves through
an active and diversified program that includes the acquisition,
drilling and development of undeveloped leases, purchases of
reserves and exploration activities, currently focused in the
Southwest, Gulf Coast, and the Williston Basin.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities and Exchange Act of 1934 as amended. Statements that are
not strictly historical statements constitute forward-looking
statements and may often, but not always, be identified by the use
of such words such as "expects", "believes", "intends",
"anticipates", "plans", "estimates", "potential", "possible", or
"probable" or statements that certain actions, events or results
"may", "will", "should", or "could" be taken, occur or be achieved.
The forward-looking statements include statements about future
operations, estimates of reserve and production volumes and the
anticipated timing for closing the proposed merger. Forward-looking
statements are based on current expectations and assumptions and
analyses made by us in light of our experience and our perception
of historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
under the circumstances. However, whether actual results and
developments will conform with expectations is subject to a number
of risks and uncertainties, including but not limited to: the
possibility that the companies may be unable to obtain stockholder
or other approvals required for the acquisition or satisfy the
other conditions to closing; that problems may arise in the
integration of the businesses of the two companies; that the
acquisition may involve unexpected costs; the risks of the oil and
gas industry (for example, operational risks in exploring for,
developing and producing crude oil and natural gas; risks and
uncertainties involving geology of oil and gas deposits; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to future production, costs and expenses;
potential delays or changes in plans with respect to exploration or
development projects or capital expenditures; health, safety and
environmental risks and risks related to weather such as hurricanes
and other natural disasters); uncertainties as to the availability
and cost of financing; fluctuations in oil and gas prices;
inability to timely integrate and realize expected value from
acquisitions, inability of management to execute its plans to meet
its goals, shortages of drilling equipment, oil field personnel and
services, unavailability of gathering systems, pipelines and
processing facilities and the possibility that government policies
may change or governmental approvals may be delayed or withheld.
Halcón Resources’ and GeoResources’ annual reports on Form 10-K for
the year ended December 31, 2011, recent current reports on Form
8-K, and other Securities and Exchange Commission filings discuss
some of the important risk factors identified that may affect the
business, results of operations, and financial condition. Halcón
Resources and GeoResources undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
Additional Information About the Transaction
Halcón Resources and GeoResources intend to file materials
relating to the transaction with the SEC, including a registration
statement of Halcón Resources, which will include a prospectus of
Halcón Resources and a joint proxy statement of Halcón Resources
and GeoResources. The definitive joint proxy statement/prospectus
will be mailed to stockholders of Halcón Resources and
GeoResources. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT HALCÓN RESOURCES, GEORESOURCES AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain
these documents free of charge at the SEC’s website at www.sec.gov.
In addition, the documents filed with the SEC by Halcón Resources
can be obtained free of charge from Halcón Resources’ website at
www.halconresources.com. The documents filed by GeoResources can be
obtained free of charge from GeoResources’ website at
www.georesourcesinc.com.
Participants in Solicitation
Halcón Resources, GeoResources and their respective executive
officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of Halcón Resources
and GeoResources in respect of the proposed transaction.
Information regarding Halcón Resources' directors and executive
officers is available in its annual report on Form 10-K for the
year ended December 31, 2011, which was filed with the SEC on March
5, 2012, and its proxy statement for its 2012 annual meeting of
stockholders, which was filed with the SEC on April 12, 2012, and
information regarding GeoResources' directors and executive
officers is available in its proxy statement for its 2011 annual
meeting of stockholders, which was filed with the SEC on April 29,
2011. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available.
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