Combination Now Approved by Boards of
Directors and Stockholders of Each Company
Eclipse Resources Corporation (NYSE:ECR) (the “Company” or
“Eclipse Resources”) and Blue Ridge Mountain Resources, Inc.
(OTCPK: BRMR) (“Blue Ridge”) today announced that the stockholders
of Blue Ridge, through the delivery of written consents, have
adopted the definitive merger agreement under which Eclipse
Resources and Blue Ridge will combine in an all-stock transaction
(the “Transaction”) and approved the merger and the other
transactions contemplated by the definitive merger agreement. The
Transaction has now been approved by the boards of directors and
stockholders of each company. Because Blue Ridge has received
stockholder written consents sufficient to adopt the merger
agreement and approve the merger and the other transactions
contemplated by the merger agreement, all stockholder written
consents received by Blue Ridge have become irrevocable.
Additionally, Blue Ridge has received requests from holders of
the requisite percentage of outstanding Blue Ridge common stock to
cause the Transaction to be a “drag transaction” for purposes of
the Blue Ridge stockholders agreement. As a result, Blue Ridge’s
stockholders will be required to take or refrain from taking
certain actions, in each case, in furtherance of the completion of
the Transaction.
As previously disclosed, Blue Ridge stockholders will receive
consideration consisting of 4.4259 shares of Eclipse Resources
common stock for each share of Blue Ridge common stock, before
adjustment for a 15-to-1 reverse stock split of Eclipse Resources
common stock to be effected concurrently with closing of the
Transaction. Upon completion of the merger, Eclipse Resources will
change its name to Montage Resources Corporation, and thereafter
the Eclipse Resources common stock will trade on the New York Stock
Exchange under the symbol “MR”.
The closing of the Transaction remains subject to customary
closing conditions. Eclipse Resources and Blue Ridge expect that
the Transaction will be completed during the last week of February
2019.
About Eclipse Resources
Corporation
Eclipse Resources is an independent exploration and production
company engaged in the acquisition and development of oil and
natural gas properties in the Appalachian Basin, including the
Utica and Marcellus Shales. For more information, please visit the
Company’s website at www.eclipseresources.com.
About Blue Ridge Mountain Resources,
Inc.
Blue Ridge is an Irving, Texas based independent exploration and
production company engaged in the acquisition, development, and
production of natural gas and natural gas liquids. Blue Ridge is
active in two of the most prolific unconventional shale resource
plays in North America, the Marcellus and Utica Shales.
No Offer or Solicitation
This communication relates to a proposed business combination
transaction (the “Transaction”) between Eclipse Resources and Blue
Ridge. This communication is for informational purposes only and
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 any jurisdiction, pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance, exchange, or
transfer of the securities referred to in this document in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information and Where to
Find It
In connection with the Transaction, Eclipse Resources filed with
the SEC on January 7, 2019 an amendment to the registration
statement on Form S-4 (File No. 333-227815) that was
originally filed on October 12, 2018 that includes a
preliminary consent solicitation statement of Blue Ridge and a
preliminary information statement of Eclipse Resources and that
also constitutes a preliminary prospectus of Eclipse Resources. The
registration statement became effective on January 27, 2019, and
Eclipse Resources and Blue Ridge commenced mailing of the
definitive consent solicitation statement/information
statement/prospectus on or about January 28, 2019. Eclipse
Resources has filed the definitive consent solicitation
statement/information statement/prospectus and will also file other
documents with the SEC regarding the Transaction. This document is
not a substitute for the registration statement and definitive
consent solicitation statement/information statement/prospectus
filed with the SEC, including any amendments or supplements
thereto, or any other documents that Eclipse Resources may file
with the SEC or that Eclipse Resources or Blue Ridge may send to
stockholders of Eclipse Resources or Blue Ridge in connection with
the Transaction. INVESTORS AND SECURITY HOLDERS OF ECLIPSE
RESOURCES AND BLUE RIDGE ARE URGED TO READ
THE REGISTRATION STATEMENT, THE DEFINITIVE CONSENT
SOLICITATION STATEMENT/INFORMATION STATEMENT/PROSPECTUS, AND ALL
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED
MATTERS.
Investors and security holders are able to obtain free copies of
the registration statement and the definitive consent solicitation
statement/information statement/prospectus and all other documents
filed or that will be filed with the SEC by Eclipse Resources
through the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by Eclipse Resources will be made
available free of charge on Eclipse Resources’ website at
www.eclipseresources.com or by contacting Eclipse Resources’
Investor Relations Department by phone at 814-325-2059.
Participants in
Solicitation
Eclipse Resources, Blue Ridge, and certain of their respective
directors, executive officers, and members of management and
employees may be deemed to be participants in the solicitation of
consents from the holders of Blue Ridge’s common stock in respect
to the Transaction.
Information regarding Eclipse Resources’ directors and executive
officers is contained in Eclipse Resources’ Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. Information regarding Blue
Ridge’s directors and executive officers is contained in the
definitive consent solicitation statement/information
statement/prospectus and other relevant materials filed with the
SEC. You can obtain a free copy of these documents at the SEC’s
website at www.sec.gov or by accessing Eclipse Resources’ website
at www.eclipseresources.com.
Investors may obtain additional information regarding the
interests of those persons who may be deemed participants in the
Transaction by reading the definitive consent solicitation
statement/information statement/prospectus and other relevant
documents filed with the SEC regarding the Transaction when they
become available. You may obtain free copies of these documents as
described above.
Forward-Looking
Statements
This joint press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact
included in this joint press release, regarding, among other
things, strategy, future operations, financial position, estimated
revenues and income/losses, projected costs and capital
expenditures, prospects, plans, and objectives of management are
forward-looking statements. When used in this joint press release,
the words “plan,” “endeavor,” “will,” “would,” “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on Eclipse Resources’ and Blue Ridge’s current expectations and
assumptions about future events and are based on currently
available information as to the outcome and timing of future
events. When considering forward-looking statements, you should
keep in mind the risk factors and other cautionary statements
described in the definitive consent solicitation
statement/information statement/prospectus and under Item 1A. Risk
Factors in Eclipse Resources’ Annual Report on Form 10-K filed with
the Securities Exchange Commission on March 2, 2018 (the “2017
Annual Report”) and in Eclipse Resources’ Quarterly Reports on Form
10-Q.
With respect to the proposed Transaction and other matters
described herein, forward-looking statements may include, but are
not limited to, statements regarding the expected timing and
likelihood of the completion of the Transaction; the timing,
receipt, and anticipated terms and conditions of any required
governmental and regulatory approvals for the Transaction; the
ability to complete the Transaction considering the various closing
conditions; pro forma descriptions of the combined company and its
operations, integration and transition plans, synergies, cost
savings, opportunities, and anticipated future performance; the
benefits of the Transaction and its impact on the combined
company’s business, operations, assets, results of operations,
liquidity, and financial position; and any statements of
assumptions underlying any of the foregoing. In addition,
forward-looking statements may include statements about business
strategy; reserves and potential resources; general economic
conditions; financial strategy, liquidity and capital required for
developing properties and timing related thereto; realized natural
gas, natural gas liquids, and oil prices; timing and amount of
future production of natural gas, natural gas liquids, and oil;
hedging strategy and results; future drilling plans; competition
and government regulations, including those related to hydraulic
fracturing; the anticipated benefits under commercial agreements;
marketing of natural gas, natural gas liquids, and oil; leasehold
and business acquisitions; the costs, terms and availability of
gathering, processing, fractionation, and other midstream services;
the costs, terms, and availability of downstream transportation
services; general economic conditions; credit markets; uncertainty
regarding future operating results, including initial production
rates and liquid yields in type curve areas; and plans, objectives,
expectations, and intentions contained in this joint press release
that are not historical, including, without limitation, any
guidance set forth herein.
Eclipse Resources and Blue Ridge caution you that the
forward-looking statements pertaining to the proposed Transaction
described herein are subject to risks and uncertainties related to
the benefits from, or completion of, the proposed Transaction,
including, without limitation, failure to satisfy any of the
conditions precedent to the proposed Transaction, disruption of
management time from ongoing business operations due to the
Transaction, adverse effects on the market price of the common
stock of Eclipse Resources or Blue Ridge and on either company’s
operating results because of a failure to complete the proposed
Transaction or because of any announcements related to the
Transaction, adverse effects on the ability of Eclipse Resources
and Blue Ridge to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers, failure to realize the expected benefits of the proposed
Transaction, negative effects of announcement or consummation of
the proposed Transaction on the market price of the common stock of
Eclipse Resources or Blue Ridge, and significant transaction costs,
unknown liabilities and/or unanticipated expenses such as
litigation expenses. In addition, if and when the proposed
Transaction is consummated, there will be risks and uncertainties
related to the combined company’s ability to successfully integrate
the operations of Eclipse Resources and Blue Ridge, including the
risk that the combined company may not operate as effectively and
efficiently as expected, may be unable to achieve synergies or may
take longer than expected to achieve synergies. In addition, all
forward-looking statements are subject to risks and uncertainties,
most of which are difficult to predict and many of which are beyond
the control of Eclipse Resources and Blue Ridge, incident to the
exploration for and development, production, gathering, and sale of
natural gas, natural gas liquids, and oil. These risks include, but
are not limited to, legal and environmental risks, drilling and
other operating risks, regulatory changes, commodity price
volatility and declines in the price of natural gas, natural gas
liquids, and oil, inflation, lack of availability of drilling,
production and processing equipment and services, counterparty
credit risk, the uncertainty inherent in estimating natural gas,
natural gas liquids, and oil reserves and in projecting future
rates of production, cash flow and access to capital, the timing of
development expenditures, and the other risks described in the
definitive consent solicitation statement/information
statement/prospectus and under Item 1A. Risk Factors in the 2017
Annual Report and in Eclipse Resources’ Quarterly Reports on Form
10-Q.
All forward-looking statements, expressed or implied, included
in this joint press release are expressly qualified in their
entirety by this cautionary statement and are based on assumptions
that Eclipse Resources or Blue Ridge believes to be reasonable but
that may not prove to be accurate. This cautionary statement should
also be considered in connection with any subsequent written or
oral forward-looking statements that Eclipse Resources, Blue Ridge,
or persons acting on their behalf may issue. Except as otherwise
required by applicable law, Eclipse Resources and Blue Ridge
disclaim any duty to update any forward-looking statements to
reflect new information or events or circumstances after the date
of this joint press release. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190211005185/en/
Eclipse Resources:Eclipse Resources CorporationDouglas
Kris, Investor
Relations814-325-2059dkris@eclipseresources.comBlue
Ridge:Blue Ridge Mountain Resources, Inc.Michael Hodges, Senior
Vice President of Finance469-293-2187ir@brmresources.com
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