HOUSTON, Aug. 17, 2011 /PRNewswire/ -- BHP Billiton (ASX:
BHP, LSE: BLT, NYSE: BHP, NYSE: BBL, JSE: BLT) and Petrohawk Energy
Corporation ("Petrohawk") (NYSE: HK) announced today that on
17 August 2011, BHP Billiton and
Petrohawk received notice from the Committee on Foreign Investment
in the U.S. ("CFIUS") that CFIUS has concluded that there are no
national security issues of concern in relation to the transactions
contemplated by the merger agreement between BHP Billiton and
Petrohawk, including BHP Billiton's tender offer for all of the
issued and outstanding shares of common stock of Petrohawk for
US$38.75 per share in cash. As
previously announced, on 22 July
2011, BHP Billiton and Petrohawk received notice from the
U.S. Federal Trade Commission of early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act in
relation to the tender offer. Accordingly, all regulatory approvals
conditions to the tender offer have been satisfied.
The documents related to the tender offer have been filed with
the U.S. Securities and Exchange Commission (the "SEC"). As
previously announced, the tender offer has been unanimously
recommended by the Petrohawk board of directors and is being made
pursuant to the merger agreement between BHP Billiton and
Petrohawk. The tender offer is scheduled to expire at midnight,
New York City time, at the end of
Friday, 19 August 2011, unless the
tender offer is extended or earlier terminated in accordance with
the rules and regulations of the SEC and the merger agreement.
Additional Information
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of
Petrohawk or any other securities. BHP Billiton Limited, BHP
Billiton Petroleum (North America)
Inc. and North America Holdings II Inc. have filed a tender offer
statement on Schedule TO with the SEC and the offer to purchase
shares of Petrohawk common stock is only being made pursuant to the
offer to purchase, the letter of transmittal and related documents
filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT, AS FILED AND AS IT
MAY BE AMENDED FROM TIME TO TIME, AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS FILED AND AS MAY BE
AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION REGARDING THE OFFER. Investors and security holders may
obtain a free copy of these statements and other documents filed
with the SEC at the website maintained by the SEC at www.sec.gov or
by directing such requests, and any questions regarding the
tendering of shares, to Bob Marese
at MacKenzie Partners, Inc. at 212-929-5500 or toll-free at
800-322-2885.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain, in addition to historical
information, certain forward-looking statements regarding future
events, conditions, circumstances or the future financial
performance of BHP Billiton Plc and BHP Billiton Limited and their
affiliates, including North America Holdings II Inc. and BHP
Billiton Petroleum (North America)
Inc. (collectively, the "BHP Billiton Group"), Petrohawk or the
enlarged BHP Billiton Group following completion of the tender
offer, the merger and other related transactions (the
"Transactions"). Often, but not always, forward-looking statements
can be identified by the use of words such as "plans," "expects,"
"expected," "scheduled," "estimates," "intends," "anticipates" or
"believes," or variations of such words and phrases or state that
certain actions, events, conditions, circumstances or results
"may," "could," "would," "might" or "will" be taken, occur or be
achieved. Such forward-looking statements are not guarantees or
predictions of future performance, and are subject to known and
unknown risks, uncertainties and other factors, many of which are
beyond our control, that could cause actual results, performance or
achievements of any member of the BHP Billiton Group or the
enlarged BHP Billiton Group following completion of the
Transactions to differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include:
(i) the risk that not all conditions of the tender offer or the
merger will be satisfied or waived, (ii) beliefs and assumptions
relating to available borrowing capacity and capital resources
generally, (iii) expectations regarding environmental matters,
including costs of compliance and the impact of potential
regulations or changes to current regulations to which Petrohawk or
any member of the BHP Billiton Group is or could become subject,
(iv) beliefs about oil and gas reserves, (v) anticipated liquidity
in the markets in which BHP Billiton or any member of the BHP
Billiton Group transacts, including the extent to which such
liquidity could be affected by poor economic and financial market
conditions or new regulations and any resulting impacts on
financial institutions and other current and potential
counterparties, (vi) beliefs and assumptions about market
competition and the behaviour of other participants in the oil and
gas exploration, development or production industries, (vii) the
effectiveness of Petrohawk's or any member of the BHP Billiton
Group's strategies to capture opportunities presented by changes in
prices and to manage its exposure to price volatility, (viii)
beliefs and assumptions about weather and general economic
conditions, (ix) beliefs regarding the U.S. economy, its trajectory
and its impacts, as well as the stock price of each of Petrohawk,
BHP Billiton Plc and BHP Billiton Limited, (x) projected operating
or financial results, including anticipated cash flows from
operations, revenues and profitability, (xi) expectations regarding
Petrohawk's or any member of the BHP Billiton Group's revolver
capacity, credit facility compliance, collateral demands, capital
expenditures, interest expense and other payments, (xii)
Petrohawk's or any member of the BHP Billiton Group's ability to
efficiently operate its assets so as to maximize its revenue
generating opportunities and operating margins, (xiii) beliefs
about the outcome of legal, regulatory, administrative and
legislative matters, (xiv) expectations and estimates regarding
capital and maintenance expenditures and its associated costs and
(xv) uncertainties associated with any aspect of the Transactions,
including uncertainties relating to the anticipated timing of
filings and approvals relating to the Transactions, the outcome of
legal proceedings that may be instituted against Petrohawk and/or
others relating to the Transactions, the expected timing of
completion of the Transactions, the satisfaction of the conditions
to the consummation of the Transactions and the ability to complete
the Transactions. Many of these risks and uncertainties relate to
factors that are beyond the BHP Billiton Group's ability to control
or estimate precisely, and any or all of the BHP Billiton Group's
forward-looking statements may turn out to be wrong. The BHP
Billiton Group cannot give any assurance that such forward-looking
statements will prove to have been correct. The reader is cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this communication. The BHP
Billiton Group disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, conditions, circumstances or otherwise,
except as required by applicable law.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the BHP Billiton Group, Petrohawk or the enlarged BHP
Billiton Group following completion of the Transactions.
BHP BILLITON CONTACTS:
Further information on BHP Billiton can be found at:
www.bhpbilliton.com
Media
Relations
Australia
Samantha Stevens
Tel: +61 3 9609 2898
Mobile:
+61 400 693 915
email: Samantha.Stevens@bhpbilliton.com
Kelly Quirke
Tel: +61 3 9609 2896
Mobile:
+61 429 966 312
email: Kelly.Quirke@bhpbilliton.com
Fiona Martin
Tel: +61 3 9609 2211
Mobile:
+61 427 777 908
email: Fiona.Martin2@bhpbilliton.com
United
Kingdom and Americas
Ruban Yogarajah
Tel: US +1 713 966
2907 or UK +44 20 7802
4033
Mobile: UK +44 7827 082
022
email: Ruban.Yogarajah@bhpbilliton.com
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Investor
Relations
Australia
Andrew Gunn
Tel: +61 3 9609 3575
Mobile: +61 439 558 454
email: Andrew.Gunn@bhpbilliton.com
United
Kingdom and South Africa
Brendan Harris
Tel: +44 20 7802
4131
Mobile: +44 7990 527
726
email: Brendan.Harris@bhpbilliton.com
Americas
Scott
Espenshade
Tel: +1 713 599 6431
Mobile: +1 713 208 8565
email: Scott.Espenshade@bhpbilliton.com
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BHP Billiton Limited ABN 49 004
028 077
Registered in
Australia
Registered Office: 180 Lonsdale
Street
Melbourne Victoria 3000
Australia
Tel +61 1300 55 4757 Fax +61 3
9609 3015
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BHP Billiton Plc Registration
number 3196209
Registered in England and
Wales
Registered Office: Neathouse
Place
London SW1V 1BH United
Kingdom
Tel +44 20 7802 4000 Fax +44 20
7802 4111
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Members of
the BHP Billiton Group which is headquartered in
Australia
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PETROHAWK ENERGY CORPORATION CONTACT:
Joan Dunlap, VP Investor
Relations
Tel: +1 832 204 2737
email: jdunlap@petrohawk.com
SOURCE Petrohawk Energy Corporation; BHP Billiton