Venoco, Inc. Announces Extension of Financing Date in Go-Private Agreement
September 04 2012 - 7:03AM
Marketwired
Venoco, Inc. (NYSE: VQ) announced today that, based on the
recommendation of a special committee of independent directors, the
board of directors of Venoco has agreed to extend to noon Eastern
Time on September 13, 2012 the date by which committed financing
must be obtained for the merger contemplated by the merger
agreement among Venoco, Timothy Marquez, Denver Parent Corporation
and another affiliate of Mr. Marquez (the "Merger Agreement"). The
End Date (as defined in the Merger Agreement) remains September 14,
2012.
The merger was previously approved by a majority of the
outstanding shares of Venoco common stock and a majority of the
votes of the common stock not owned by Mr. Marquez, his affiliates,
and by directors, officers and employees of Venoco or its
subsidiaries. Completion of the transaction is subject to certain
closing conditions, including a financing condition and other
customary conditions.
Rick Walker, chairman of the special committee of the board of
directors, stated, "Mr. Marquez has delivered evidence of
commitments covering all of the required financing for the merger.
Drafting of definitive documentation is in progress and the special
committee and its advisors will be reviewing that documentation as
it becomes available. Accordingly, the special committee concluded
that an extension of the Financing Date to noon Eastern Time on
September 13, 2012 was appropriate."
Neither Venoco nor Denver Parent Corporation has entered into
definitive agreements with respect to any aspect of the financing.
Completion of the financing is subject to finalization of terms,
negotiation and execution of definitive agreements, other customary
conditions, including satisfactory completion of due diligence by
financing sources, and, in the case of the contemplated asset sale,
approval by the independent members of Venoco's Board of Directors.
Accordingly, there can be no assurance that all or any part of the
financing or the merger will be completed within the expected time
period, on the terms contemplated or at all.
About the Company
Venoco is an independent energy company primarily engaged in the
acquisition, exploitation and development of oil and natural gas
properties primarily in California. Venoco operates three offshore
platforms in the Santa Barbara Channel, has non-operated interests
in three other platforms, operates several onshore properties in
Southern California, and has extensive operations in Northern
California's Sacramento Basin.
Forward-looking Statements
All statements in this press release except statements of
historical fact are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and these statements are subject
to numerous risks and uncertainties. The closing of the merger
agreement with Mr. Marquez and his affiliates is subject to a
number of conditions, and those conditions may not be satisfied.
All forward-looking statements are made only as of the date hereof
and the company undertakes no obligation to update any such
statement. Further information on risks and uncertainties that may
affect the company's operations and financial performance, and the
forward-looking statements made herein, is available in the
company's filings with the Securities and Exchange Commission,
which are incorporated by this reference as though fully set forth
herein.
For further information, please contact: Mike Edwards Vice
President (303) 626-8320 http://www.venocoinc.com E-Mail Email
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