Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern”)
announced today that it plans to undertake a reverse stock split of
Northern’s common stock at a ratio ranging from any whole number
between 1-for-6 to 1-for-10, as determined by Northern’s Board of
Directors, and a reduction in the number of authorized shares of
Northern’s common stock as set forth in the chart below based on
the reverse stock split ratio that is selected.
Number of Shares
Ratio
Common Stock
Authorized
1:6
225,000,000
1:7
192,857,143
1:8
168,750,000
1:9
150,000,000
1:10
135,000,000
The reverse stock split will reduce the number of Northern
shares of common stock outstanding and is expected to increase the
per share trading price of Northern’s common stock, which may
improve marketability and facilitate its trading.
When the reverse stock split becomes effective, each number of
shares between six to ten (depending on the reverse stock split
ratio selected by Northern’s Board of Directors) shares of
Northern’s common stock will automatically be converted into one
share of common stock. Northern does not anticipate issuing
fractional shares as a result of the reverse stock split;
stockholders entitled to receive fractional shares as a result of
the reverse stock split will receive cash payments in lieu of such
shares.
The reverse stock split and authorized share reduction will not
change the proportionate equity interests or voting rights of
holders of common stock, subject to the treatment of fractional
shares.
Northern will hold a special meeting of stockholders in the
third quarter of 2020 to seek approval of proposals to authorize
the reverse stock split and authorized share reduction. The
affirmative vote of the holders of a majority of the shares
entitled to vote at the special meeting is required to adopt and
approve such proposals. Holders of record of Northern’s common
stock as of the close of business on June 25, 2020, will be
entitled to notice of and to vote at the special meeting. Northern
has filed a preliminary proxy statement regarding the special
meeting with the U.S. Securities and Exchange Commission (the
“SEC”).
The reverse stock split and authorized share reduction are
subject to market and other customary conditions, including
stockholder approval. Northern reserves the right, at its sole
discretion, to abandon the reverse stock split and authorized share
reduction at any time prior to filing the applicable certificate of
amendment with the Secretary of State of the State of Delaware.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.
More information about Northern Oil and Gas, Inc. can be found
at www.NorthernOil.com.
IMPORTANT INFORMATION ABOUT THE REVERSE STOCK SPLIT PROPOSAL
AND AUTHORIZED SHARE REDUCTION PROPOSAL
This communication may be deemed to be solicitation material in
connection with the proposal to be submitted to Northern’s
stockholders at its special meeting seeking approval to effect a
reverse stock split and authorized share reduction. In connection
therewith, Northern has filed a preliminary proxy statement on
Schedule 14A with the SEC. Stockholders are urged to read the
preliminary proxy statement and all other relevant documents filed
with the SEC when they become available, including the definitive
proxy statement, because they will contain important information
about the reverse stock split proposal and authorized share
reduction proposal.
Investors and security holders will be able to obtain the
documents when available free of charge at the SEC’s website,
www.sec.gov. In addition, stockholders may obtain free copies of
the documents filed with the SEC when available at Northern’s
website, www.NorthernOil.com.
Information contained on such websites or that can be accessed
through such websites does not constitute a part of this press
release.
PARTICIPANTS IN THE SOLICITATION
Northern and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Northern’s
stockholders in respect to the reverse stock split proposal and
authorized share reduction proposal. Information about the
directors and executive officers of Northern is set forth in
Northern’s preliminary proxy statement, which was filed with the
SEC on June 23, 2020. Investors may obtain additional information
regarding the interests of Northern and its directors and executive
officers in the reverse stock split proposal and authorized share
reduction proposal by reading the preliminary proxy statement and,
when it becomes available, the definitive proxy statement relating
to the special meeting.
SAFE HARBOR
This press release contains forward-looking statements regarding
future events and future results that are subject to the safe
harbors created under the Securities Act of 1933 and the Securities
Exchange Act of 1934. All statements other than statements of
historical facts included in this release regarding Northern’s
results of operations, business strategy, plans and objectives of
management for future operations, actual or potential future
production and cash flow, industry conditions, timing and benefits
of pending acquisitions, and other matters are forward-looking
statements. When used in this release, forward-looking statements
are generally accompanied by terms or phrases such as “estimate,”
“project,” “predict,” “believe,” “expect,” “continue,”
“anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,”
“will,” “should,” “may” or other words and similar expressions that
convey the uncertainty of future events or outcomes.
Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond
Northern’s control) that could cause actual results to differ
materially from those set forth in the forward-looking statements,
including the following: the possibility that stockholder approval
for the reverse stock split or authorized share reduction may not
be obtained, the possibility that the reverse stock split or
authorized share reduction may not have their intended effects, the
possibility that factors unrelated to the reverse stock split or
authorized share reduction may impact the per share trading price
of Northern’s common stock, the effects of the COVID-19 pandemic
and related economic slowdown, changes in crude oil and natural gas
prices, the pace of drilling and completions activity on Northern’s
current properties and properties pending acquisition, Northern’s
ability to acquire additional development opportunities, changes in
Northern’s reserves estimates or the value thereof, general
economic or industry conditions, nationally and/or in the
communities in which Northern conducts business, changes in the
interest rate environment, legislation or regulatory requirements,
conditions of the securities markets, Northern’s ability to raise
or access capital, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or
terrorism, and other economic, competitive, governmental,
regulatory and technical factors affecting Northern’s operations,
products, services and prices. Additional information concerning
potential factors that could affect future financial results is
included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, as updated from time to time in amendments
and subsequent reports filed with the SEC.
Northern has based these forward-looking statements on its
current expectations and assumptions about future events. While
management considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many
of which are beyond Northern’s control. Northern does not undertake
any duty to update or revise any forward-looking statements, except
as may be required by the federal securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20200623005746/en/
Northern Oil and Gas, Inc. Mike Kelly, 952-476-9800 Executive
Vice President, Finance mkelly@northernoil.com
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