ICEQUITY
14 years ago
Voyager Oil and Gas (OTC: VYOG) Sets $4.00 Price for PIPE
Date: February 1, 2011 10:46 AM
Publisher: Bolton Flautt
Source: Bolton Flautt, AP, Bloomberg, Reuters
Categories: Market Drivers, Market Movers, OTCBB
Tags: Equities.com, UHO, VYOG
Voyager Oil & Gas, Inc. (OTC: VYOG) today announced that it has priced a private placement with certain accredited investors, pursuant to which such investors have agreed to purchase 12,500,000 units at a price of $4.00 per unit for gross proceeds of approximately $50 million. Shares of Voyager were up slightly this morning at $4.55 per share on heavy volume.
Each unit will consist of one common share and one-half warrant to purchase one common share. The warrants, which represent the right to acquire up to an aggregate of 6,250,000 common shares, will be exercisable within the 5-year anniversary of the closing date of the private placement. The warrant exercise price of $7.10 per share is 150% of the average closing price of the Company's common shares on the OTCBB for the five days ended January 31, 2011.
Canaccord Genuity, Inc. acted as the lead placement agent for the offering. Rodman & Renshaw, LLC, Dougherty & Company, LLC, C. K. Cooper & Company, Inc., Wunderlich Securities, Inc., Global Hunter Securities, LLC, and Feltl and Company acted as co-placement agents for the offering.
The transaction is expected to close on February 4, 2011, subject to customary closing conditions. Voyager intends to use the net proceeds from the offering to continue pursuing acreage acquisition opportunities, fund their accelerated drilling program, and for working capital purposes.
http://www.worldmarketmedia.com/779/section.aspx/2942/post/voyager-oil-and-gas-otc-vyog-sets-400-price-for-pipe
OilStockReport
14 years ago
Exec Summary from 10q:
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
On April 16, 2010, Voyager Oil & Gas, Inc. (formerly ante4, Inc.) (the “Company” or “Voyager”), Plains Energy Acquisition, Inc. (“Acquisition Sub”) and Plains Energy Investments, Inc. (“the Target Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the Merger Agreement, Acquisition Sub merged with and into the Target Company, with the Target Company remaining as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). On the Closing Date, the Company filed a Certificate of Amendment with the State of Delaware to change its name from ante4, Inc. to Voyager Oil & Gas, Inc. Going forward, the Company will be a holding company parent of the Target Company, and the Company’s business operations following the Merger will be those of the Target Company. Further details of the Merger are provided in Note 14 in the footnotes to the condensed consolidated financial statements.
On June 14, 2010 the Company completed the spin-off of ante5, Inc. (“ante5”). ante5 was previously a wholly-owned subsidiary of Voyager and holds certain assets principally related to Voyager’s prior entertainment and consumer products business. ante5 has become a separate publicly reporting U.S. company. The spin-off was completed through the distribution of one share of ante5 common stock for each share of Voyager common stock held by stockholders as of the record date, June 24, 2010. The terms of the spin-off and the assets, liabilities and business of ante5 are described in further detail in Note 15 in the footnotes to the consolidated financial statements.
Voyager is an independent energy company engaged in the business of acquiring acreage in prospective natural resource plays in the states of Montana and North Dakota within the Williston Basin of the United States and the states of Colorado and Wyoming within the Denver-Julesberg Basin of the United States. The Company seeks to accumulate acreage blocks and build net asset value via the production of hydrocarbons in repeatable and scalable opportunities. In 2010, Voyager is no longer considered a development stage company. In prior years 2007-2009, the pre-merger Target Company was considered a development stage company.
The Company is governed by a board of directors and managed by its officers. The affairs of the Company are governed by Delaware law and the Company’s Bylaws.
Management has determined that the Company should focus on projects in the oil and gas industry primarily based in the Rocky Mountains and specifically the Williston Basin Bakken Shale formation and Denver Julesburg Basin Niobrara formation. This is based upon a belief that the Company is able to create value via strategic acreage acquisitions and convert the value or portion thereof into production by utilizing experienced industry partners specializing in the specific areas of interest. The Company has targeted specific prospects and has engaged in the drilling for oil and gas.
The Company has two employees as of June 30, 2010. The Company will seek to retain independent contractors to assist in operating and managing the prospects as well as to carry out the principal and necessary functions incidental to the oil and gas business. With the continued acquisition of oil and gas properties, the Company intends to continue to establish itself with industry partners best suited to the areas of operation. As the Company continues to establish a revenue base with cash flow, it may seek opportunities more aggressive in nature.
As an independent oil and gas producer, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing prices of natural gas and crude oil. Historically, the energy markets have been very volatile and it is likely that oil and gas prices will continue to be subject to wide fluctuations in the future. A substantial or extended decline in natural gas and oil prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and access to capital, and on the quantities of natural gas and oil reserves that can be economically produced.
OilStockReport
14 years ago
From the most recent 10q
OIL AND GAS PROPERTIES
Major Joint Venture
In May 2008, the Company entered into the Major Joint Venture Agreement with a third-party partner to acquire certain oil and gas leases in the Tiger Ridge Gas Field in Blaine, Hill, and Choteau Counties of Montana. Under the terms of the agreement, the Company is responsible for all lease acquisition costs. The third-party joint venture partner is responsible for coordinating the geology, acquiring the leases in its name, preparing and disseminating assignments, accounting for the project costs and administration of the well operator. The Company controls an 87.5% working interest on all future production and reserves, while the third-party joint venture partner controls 12.5%. The joint venture had accumulated oil and gas leases totaling 65,000 net mineral acres as of June 30, 2010. The Company has committed to a minimum of $1,000,000 up to $2,000,000 toward this joint venture. The third-party joint venture partner issues cash calls during the year to replenish the joint venture cash account. The Company’s contributions to the joint venture totaled $1,892,367 as of June 30, 2010. The unutilized cash balance was $174,698 as of June 30, 2010.
Tiger Ridge Joint Venture
In November 2009, the Company entered into the Tiger Ridge Joint Venture Agreement with a third-party and a well operator to develop and exploit a drilling program in two certain blocks of acreage in the Major Joint Venture, which is an area of mutual interest. The Company controls a 70.0% working interest, while the third-party investor and well operator control 10% and 20%, respectively. The Agreement requires that all parties contribute in cash their proportional share to cover all costs incurred in developing these blocks of acreage for drilling.
Big Snowy Joint Venture
In October 2008, the Company entered into the Big Snowy Joint Venture Agreement with an administrator third-party to acquire certain oil and gas leases in the Heath Oil play in Musselshell, Petroleum, Garfield, Rosebud and Fergus Counties of Montana, and another third-party to perform as the operator. Under the terms of the agreement, the Company is responsible for 72.5% of lease acquisition costs, and the other two third-parties are individually responsible for 2.5% and 25% of the lease acquisition costs. The administrator third-party joint venture partner is responsible for coordinating the geology, acquiring the leases in its name, preparing and disseminating assignments, accounting for the project costs and administration of the well operator. The Company controls a 72.5% working interest on all future production and reserves, while the administrator third-party joint venture partner controls 2.5% and the well operator controls 25%. The joint venture had accumulated oil and gas leases totaling 33,562 net mineral acres as of June 30, 2010. The Company is committed to a minimum of $1,000,000 up to $1,993,750 toward this joint venture, with all partners, including the Company, committing a minimum of $2,750,000. The administrator third-party joint venture partner issues cash calls during the year to replenish the joint venture cash account. The Company’s contributions to the joint venture totaled $724,744 as of June 30, 2010. The unutilized cash balance was $11,806 as of June 30, 2010.
Niobrara Development with Slawson Exploration Company, Inc.
On June 28, 2010, the Company entered into an exploration and development agreement with Slawson Exploration Company, Inc. (“Slawson”) to develop Slawson’s 48,000 net acres in the Denver-Julesberg Basin Niobrara Formation in Weld County, Colorado. Slawson commenced the continuous drilling program in early July 2010 with an initial series of three test wells expected to be completed by October 2010. Subject to the results of these wells, Slawson expects to commence a continuous drilling program targeting 57 additional locations in the prospect that will be drilled throughout 2011. Voyager purchased a 50% working interest in the approximately 48,000 acre block for $7.5 million and will participate on a heads-up basis on all wells drilled, as well as participate for its proportionate working interest in all additional acreage acquired in an Area of Mutual Interest consisting of Weld and Laramie Counties.
Other Oil and Gas Acquisitions
In August 2009, the Company participated in a federal lease sale and acquired assignment of certain oil leases in Mountrail County, North Dakota for a total purchase price of $351,562 for approximately 66 net acres.
In November 2009, the Company participated in a federal lease sale and acquired assignment of certain oil leases in McKenzie and Mountrail Counties, North Dakota for a total purchase price of $1,836,774 for approximately 263 net acres.
On March 10, 2010 the Company agreed to purchase all right, title and interests of South Fork Exploration, LLC (“SFE”) in certain oil, gas and mineral leases totaling approximately 3,111 net mineral acres in McLean, Mountrail and Williams County, North Dakota and Sheridan County, Montana. Under the agreement, the Company paid SFE $1,374,375 cash and issue 2,573,346 unregistered shares of the Company’s common stock. The transaction was contingent upon receipt of a fairness opinion from an independent party acceptable in form and substance to the Company confirming that the terms of the proposed transaction are fair and reasonable to the Company and its shareholders and executed assignments from SFE on a county-by-county basis. All conditions under the agreement have been fulfilled and the Company closed the acquisition on March 30, 2010. SFE is wholly owned by J.R. Reger, CEO and shareholder of the Company (See Note 6).
On March 15, 2010, the Company’s Board of Directors approved a purchase agreement with Bakken Explorations (“BE”). Under the terms of the agreement, the Company agreed to pay BE $650 per net mineral acre as consideration for the assignment of leases covering an aggregate of 827.66672 net acres, contingent upon the Company’s successful conduction of its own examination of BE’s title to the leases. The Company completed its examination of title and closed the transaction on April 14, 2010.
On April 21, 2010 the Company’s Board of Directors approved a purchase agreement to pay $500 per net mineral acre as consideration for the assignment of certain leases in Richland County, Montana. On May 14, 2010, the Company completed a closing with a total purchase price of $2,634,209 for approximately 5,268.42 net acres.
On May 6, 2010 the Company’s Chairman approved the purchase of certain leases with a total purchase price of $1,648,891 for approximately 3,297.78 net acres. The transactions were closed at various times during May 2010.
The Company has also completed other miscellaneous acquisitions in Montana and North Dakota.
OilStockReport
14 years ago
We are loving Wyoming area particularly Niobrara County. This is bullish news for VYOG in my opinion.
Voyager Oil and Gas Provides Bakken and Niobrara Operations Update
Oct 18, 2010 6:50:00 AM
2010 GlobeNewswire, Inc.
BILLINGS, Mont., Oct. 18, 2010 (GLOBE NEWSWIRE) -- Voyager Oil & Gas, Inc. (OTCBB:VYOG) ("Voyager") today provides an operational update regarding its Bakken and Niobrara activity.
Williston Basin Bakken and Three Forks
Voyager currently controls approximately 24,000 net acres in the Williston Basin, primarily in Williams, McKenzie and Mountrail Counties, North Dakota and Richland and Roosevelt Counties, Montana. Voyager has spud twelve gross Bakken wells, of which three are producing, four are drilling and five are completing. By the end of 2010, Voyager expects to spud 15 gross Bakken wells. In 2011, Voyager expects to spud approximately 35 gross and 5 net Bakken wells based on recent permitting activity on Voyager's leasehold interests. J.R. Reger, Voyager's CEO, commented, "The accelerated production and positive results across our Bakken/Three Forks position continue to remain within our original expectations. We believe that our 24,000 core acres are being developed by some of the best operators in the play and we are excited to be participating in this premier oil resource play. We continue to focus most of our efforts on leasing and acquisitions in the Bakken and Three Forks play. We are excited to be moving into the production ramp-up stage across our Bakken position. We expect substantial reserve and production additions over the coming months as the position is rapidly developed."
Voyager recently participated with Slawson Exploration in three gross Niobrara well completions in the D-J Basin Niobrara play. Slawson is currently setting surface casing on 22 additional drilling locations that have been delineated and high-graded by initial results from the first three wells and other operator results in the area.
Bushwacker 24-11-67
The Bushwacker well is located in the western portion of Slawson's Weld County, Colorado lease block in Section 24, Township 11N, Range 67W. The well experienced significant geosteering issues in the Niobrara B formation and a majority of the lateral is believed to be low or out of the Niobrara B target zone. The well was recently completed with a 19-stage fracture stimulation and flowed back primarily frac fluids with a trace of oil. The well is temporarily shut in pending results of the Moonshine #1-36H and the Outlaw #1-16H. The well was drilled and completed for $3.0 million, below the AFE estimate of $4.2 million. We expect that the lateral portion of the well may be re-drilled and re-stimulated in either the Niobrara B or the Codell formation.
Moonshine #1-36H
The Moonshine well is located east of the Bushwacker well in Section 36, Township 11N, Range 65W Weld County, Colorado. The well experienced encouraging oil and gas shows in The Niobrara B formation during drilling and was recently completed with a 19-stage fracture stimulation. The well is currently flowing back primarily frac water with a 13% oil cut. Although the well is producing approximately 20 BOPD, the well will be placed on pump in late October and currently is expected to be a commercial producer. The well was drilled and completed for $3.29 million, below the AFE estimate of $4.2 million.
Outlaw 1-16H
The Outlaw well is located between the Moonshine and Bushwacker wells in Section 16, Township 11N, Range 66W Weld County, Colorado. The Outlaw well experienced encouraging oil and gas shows during drilling in the Niobrara B formation and is currently being completed. Three stages of the well were fracture stimulated and the fourth stage pressured out. The well is currently flowing back primarily frac water with a 3% oil cut. The remainder of the fracture stimulation is expected to be completed in late October. The well has incurred $1.3 million in drilling and completion costs to date and is expected to be fully completed for less than $3 million.
J.R. Reger commented, "We are encouraged by what we are seeing as we move east in the lease block with the Moonshine and the Outlaw wells. We are especially encouraged by the drilling and completion costs of approximately $3 million per well. We expect the Niobrara Play to continue to evolve and improve. Recent results by other operators in the area are beginning to come in and the operators are beginning to share data regarding target zone, azimuth (horizontal direction) and completion techniques. The horizontal Niobrara play is in its infancy and we expect the learning curve to be steep. Slawson is currently setting surface casing on 22 high-grade locations, based on the shows from the Moonshine and Outlaw wells. Slawson will commence drilling on the lease block when the surface casing is set on all 22 high-grade locations and additional field data regarding drilling and completions techniques has been received. Several of the high-grade locations are in the immediate vicinity of recent EOG results that have been very encouraging. Slawson and Voyager continue to acquire acreage in the core area of the play and we continue to add additional drilling opportunities to our inventory as the play evolves. We are excited about the pace with which this play is developing and we expect the data from these first 3 delineation wells to aid in our future leasing and drilling."
Make sure you are first to receive timely information on Voyager Oil & Gas when it hits the newswire. Sign up for Voyager's email news alert system today at: www.VYOG-IR.com
About Voyager Oil & Gas
Voyager Oil & Gas, Inc. is an exploration and production company based in Billings, Montana. Voyager's primary focus is oil shale resource prospects in the continental United States. Voyager currently controls approximately 147,000 net acres in the following five primary prospect areas:
24,000 core net acres targeting the Bakken/Three Forks in North Dakota and Montana;
24,000 net acres targeting the Niobrara formation in Colorado and Wyoming;
640 net acres targeting a specific Red River prospect in Montana;
33,500 net acres in a joint venture targeting the Heath Shale formation in Musselshell, Petroleum, Garfield and Fergus Counties of Montana; and
65,000 net acres in a joint venture in the Tiger Ridge gas field in Blaine, Hill and Chouteau Counties of Montana.
For additional information on Voyager Oil & Gas visit the Company's new website at: http://www.voyageroil.com/
SAFE HARBOR
This press release contains forward-looking statements regarding future events and our future results. All statements other than statements of historical facts included in this report, such as statements regarding our business strategy and prospects, are forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions about future events and involve inherent risks and uncertainties. Important factors (many of which are beyond our control) could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which our company conducts business; fluctuations in commodities prices, particularly oil and natural gas; competition in obtaining rights to explore oil and gas reserves; and other economic, competitive, governmental, regulatory and technical factors affecting our company's operations, products, services and prices.
CONTACT: The WSR Group
Gerald Kieft
772-219-7525
http://www.wallstreetresources.net/voyager.asp
http://www.alphatrade.com/news/stories/AM/2010-10-18/GNW/201010180750PRIMZONEFULLFEED203944.html
Stock
15 years ago
ante4, Inc. Announces Name Change to Voyager Oil & Gas, Inc. and Acquisition of Montana Oil and Gas Firm
ante4, Inc. Announces Name Change to Voyager Oil & Gas, Inc. and Acquisition of Montana Oil and Gas Firm
PR Newswire
BILLINGS, Mont., April 19
BILLINGS, Mont., April 19 /PRNewswire-FirstCall/ --
ante4, Inc. (OTC Bulletin Board: ANTF) today announced that it has changed its name to Voyager Oil and Gas, Inc. ("Voyager") and completed the acquisition of a private oil and gas exploration and production company targeting the Bakken and Three Forks Formations in North Dakota (referred to herein as the "target company").
Merger Agreement
On April 16, 2010, Voyager entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which its wholly-owned subsidiary merged with and into the privately-held Nevada corporation, with the Nevada corporation being the surviving entity in the transaction (the "Merger"). The Merger was approved by all of the Nevada corporation's stockholders and all such stockholders waived their dissenter's rights in connection with the Merger. The Merger was effective on April 16, 2010.
About Voyager Oil & Gas
Voyager is an exploration and production company headquartered in Billings, Montana focusing on acquiring acreage in prospective natural resource plays across the Williston Basin of the United States. Voyager currently controls approximately 98,000 net acres in the following four primary prospect areas:
6,200 net acres targeting the Bakken formation in North Dakota, with an additional 8,000 net acres under contract targeting the Bakken formation in Montana and North Dakota;640 net acres targeting the Red River formation in Montana;33,500 net acres in a joint venture targeting the Heath Shale formation in Musselshell, Petroleum, Garfield and Fergus Counties of Montana; and50,000 net acres in a joint venture in the Tiger Ridge gas field in Blaine, Hill and Chouteau Counties of Montana.Following the merger, Voyager intends to be committed to low overhead and minimal staff. Mr. J.R. Reger has agreed to serve as Chief Executive Officer, Secretary and director without cash compensation through December 31, 2011. Voyager expects to devote substantially all of the capital of the combined company to oil and gas investments.
Bakken Oil Formation
Voyager expects to focus its land acquisition and drilling activities primarily on opportunities targeting the Bakken Formation in North Dakota. The Bakken Formation is one of the most prolific unconventional oil prospects in the continental United States. This year Voyager intends to commit approximately $20 million to the acquisition and development drilling of Bakken wells in the core area of production in Williams and Mountrail Counties of North Dakota. Voyager expects to participate in the drilling of up to 10 gross Bakken wells in 2010.
Tiger Ridge Gas Prospect
The Tiger Ridge area is a large gas field located in north-central Montana. Exploration for natural gas in the Tiger Ridge field dates back to the 1960s, and has resulted in significant discoveries of both natural gas and oil. Natural gas production continues in the Tiger Ridge field today and Voyager believes new opportunities still exist to exploit hydrocarbons in the area as a result of advanced technology in drilling and completion as well as seismic and geologic evaluation techniques. Voyager maintains a joint venture pursuant to which it has acquired and expects to develop its acreage in the Tiger Ridge field.
Heath Shale Oil Formation
The Heath Shale Formation in Petroleum County, Montana is a shale formation characterized by high oil content, porosity and significant fracturing. Voyager maintains a joint venture pursuant to which Voyager has acquired and expects to develop its acreage in the Heath. The company's position consists of 33,500 net acres.
Financial Highlights
The Merger Agreement obligated Voyager to deliver $28 million of cash or cash equivalents to the combined company upon closing of the Merger. The target company's stockholders received 0.86836131 of one share of common stock for each target company share held as of the effective time of the Merger, rounded up to the nearest share. Holders of outstanding target company warrants received warrants to purchase 0.86836131 of one share of Voyager common stock for each warrant to purchase one share of the target company's common stock, which warrants are exercisable for $0.98 per share. In connection with the transaction, Voyager issued an aggregate of 21,761,299 (including 468,916 restricted common shares subject to restricted stock agreements) shares of ante4 common stock to the target company's stockholders and warrants to purchase an aggregate of 4,689,153 shares of Voyager common stock to the target company's warrant holders.
Steven Lipscomb, Bradley Berman and Lyle Berman will continue as directors of Voyager following the Merger, and Ray Moberg, Joseph Carson, Jr., Mimi Rogers and Michael Beindorff each resigned their position as Voyager directors immediately prior to consummation of the Merger. All officers of Voyager also resigned their positions prior to consummation of the Merger, and James Russell (J.R.) Reger was appointed Chief Executive Officer, Secretary and a director and Mitchell Thompson was appointed Chief Financial Officer and Treasurer upon completion of the Merger. Terry Harris, Myrna McLeroy, Joseph Lahti and Loren J. O'Toole, Jr. were also appointed to Voyager's board of directors immediately prior to consummation of the Merger.
Mr. Reger was born and raised in Billings, Montana and is the fourth generation in a family of oil and gas explorers and developers dating back more than 60 years. Mr. Reger's great grandfather, John Jones, was Vice President/Land for Mobil Oil's Rocky Mountain operations. His grandfather, Jim Reger, co-founded the exploration firm of Norsworthy & Reger. Prior to accepting the position as CEO of Voyager, Mr. Reger was the President of South Fork Exploration, a mineral leasing company in Billings, Montana with experience and interests in Montana and North Dakota. Mr. Reger holds a B.A. in Finance from Baylor University in Waco, Texas.
Management Comment
J.R. Reger, Chief Executive Officer commented: "With our strong liquidity position consisting of over $28 million in cash and no debt we are well-armed to aggressively expand our acreage position, fund our rapidly accelerating Bakken drilling program, and opportunistically pursue acquisition opportunities in the Williston Basin." Board chairman Lyle Berman added "J.R. Reger and the Reger family have a strong and established record of success in this market, in particular, North Dakota. We look forward to a bright future that will create value for our stockholders." J.R. Reger continued, "We plan to run Voyager as a very lean organization with virtually no cash burn and significantly all of our liquidity being deployed to high rate of return projects such as drilling in the core area of the Bakken. We are excited to be able to provide our shareholders with a liquid security and drastically increase our ability to access the capital markets. We would like to thank ante4's board of directors for the confidence they have shown in us by their $28 million acquisition investment and we look forward to using this capital to continue to expand our high quality acreage and drilling inventory."
SAFE HARBOR
This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations and industry conditions are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "anticipate," "target," "plan," "intend," "seek," "goal," "will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our company's control) could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which our company conducts business, fluctuations in commodities prices, particularly oil and natural gas, competition in obtaining rights to explore oil and gas reserves, the accuracy of management's estimates of oil and natural gas reserves, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital and manage growth, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our company's operations, products, services and prices.
We have based these forward-looking statements on our current expectations and assumptions about future events. While our 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 our control.
CONTACT: Mitch Thompson, CFO, 406-245-4902
SOURCE ante4, Inc.
Serfcorp
15 years ago
Mandalay Media Increases Proposal to Acquire World Poker Tour to $36.5 million, $1.77 Per Share
Oct 30, 2009 5:24:00 AM
Copyright Business Wire 2009
Email Story Discuss on ZenoBank
View Additional ProfilesLOS ANGELES--(BUSINESS WIRE)-- Mandalay Media, Inc. (OTCBB:MNDL) today announced that it has increased its proposal to the Board of Directors of WPT Enterprises, Inc. (NASDAQ:WPTE). The revised proposal is to acquire WPT for $36.5 million, consisting of $28.5 million in cash, $5 million in Mandalay Media stock and perpetual revenue participation rights, guaranteed to be at least $3 million. The estimated value to shareholders per share is $1.77, including the guaranteed portion of the revenue participation rights, and as adjusted for the actual share count at closing. The proposal represents a premium of approximately 61% over the closing price of WPT's common stock on October 26, 2009 and a premium of approximately 28% over the implied value at closing of WPT's pending asset sale with Peerless Media Ltd.
In a letter to WPT's Board of Directors, Mandalay's Co-Chairman Robert Ellin stated that Mandalay proposal is a "Superior Proposal" as that term is defined under the asset purchase agreement with Peerless.
Mandalay stated that the proposed asset sale with Peerless provides no payment or distribution of any kind to WPT's shareholders. In contrast, the Mandalay proposal would provide significant cash and stock directly into the hands of WPT shareholders.
In addition, Mandalay stated that in order to enable the WPT board of directors to comply with its fiduciary duties to give serious consideration of the Mandalay proposal, Mandalay urged the board of WPT to postpone the Special Meeting of Shareholders currently scheduled for October 30, 2009. Mandalay has asked to meet with the WPT board as soon as possible.
The full text of the letter, dated October 29, 2009, follows:
Mandalay Media, Inc.
2121 Avenue of the Stars, Suite 2550
Los Angeles, CA 90067
October 29, 2009
The Board of Directors
WPT Enterprises, Inc.
5700 Wilshire Blvd. Suite 350
Los Angeles, California 90036
Re: Cash and Stock Proposal at $1.77 per share
Dear Members of the Board:
This letter supersedes our letter dated October 28th.
Since the announcement of your proposed asset sale with Peerless Media (Peerless), Mandalay Media, Inc. (OTC--BB: MNDL) (Mandalay) has given serious consideration to a combination of Mandalay and WPT Enterprises, Inc. (WPTE). We believe a strategic combination of Mandalay and WPTE would deliver significant value to our respective shareholders, and position the combined company for substantial future growth.
By this letter, we are proposing a transaction that provides WPTE's shareholders a significant premium over both WPTE's current market price and the current value of the Peerless transaction. There is no doubt that our offer is a "Superior Proposal" as that term is defined under your asset purchase agreement with Peerless. Accordingly, we would like to meet with you as soon as possible to discuss the terms of our offer in greater detail. In addition, in order to enable the WPTE board of directors to comply with its fiduciary duties to give serious consideration of our proposal, we urge the board to postpone the Special Meeting of Shareholders currently scheduled for October 30, 2009.
As you know, the proposed asset sale with Peerless provides no payment or distribution of any kind to WPTE's shareholders. In addition, as WPTE's proxy materials make clear, WPTE has no present intention or plan to conduct any stock repurchases or otherwise distribute either the proceeds of the Peerless sale or WPTE's excess cash to shareholders, even though WPTE would no longer have any material operating assets.
In contrast, our proposal would provide significant, immediate cash and stock directly into the hands of your shareholders, and values WPTE significantly higher.
Under our proposal, which has no financing contingency, Mandalay and WPTE would combine and WPTE shareholders would receive, in the aggregate, approximately $36.5 million in stock and cash, consisting of: (i) $28.5 million of cash plus (ii) $5 million in Mandalay common stock plus (iii)substantially the same perpetual 5% revenue share as offered by Peerless, including a guarantee for the payments to be at least $1 million per year for 3 years. On a per share basis, had we closed on October 22, 2009 (when our stock closed at $.50 per share), and using your August 12, 2009 outstanding shares of 20,603,333, each share of common stock of WPTE would be converted into the right to receive (including the $3 million in the aggregate/$.15 per share guaranteed portion of the revenue share) approximately $1.77 per share as follows: (1) $1.53 in cash plus (2) .48 shares of Mandalay common stock, having an implied value of $.24 per WPTE share. The actual number of shares of Mandalay to be issued will be determined as of prior to closing, but the total value of the stock component will be fixed at $5 million. Our proposal assumes no material change in WPTE's assets and liabilities. The post-closing indemnity provisions would be substantially the same as in the Peerless transaction.
Based on October 26, 2009 closing prices, our offer represents a 61% premium over the value at closing of your proposed asset sale with Peerless and a 28% premium over WPTE's closing price.
We expended substantial effort in developing this value on the basis of publicly-available information. Once we have the opportunity to conduct due diligence of non-public information and to negotiate with representatives of WPTE we can confirm the value we ascribe to WPTE. To that end, we would be prepared to enter into an appropriate confidentiality agreement. We expect to conclude all due diligence within 10 days after receiving a short list of requested materials.
We believe that your shareholders would find this proposal compelling, and to that end, though this is not a binding offer, we are prepared to move quickly toward the negotiation and entry into a mutually acceptable transaction agreement with you.
Mandalay Media is a global publisher and distributor of branded entertainment for 3G mobile networks, including images, video, TV programming, and games. With distribution in 40 countries through 120 major mobile operators, it offers over 400 branded WAP sites, chat services, and customized video clips. Additionally, Mandalay Media distributes more than 150 mobile game titles from content partners such as Sony, Taito, THQ, Digital Chocolate, THQ, and others. Its patented Play For Prizes platform is available on Verizon, AT&T, Sprint, and Virgin Mobile, and includes titles such as Wheel of Fortune, Jeopardy, Frogger, and Jewel Quest.
We believe the strategic rationale for combining Mandalay Media and WPTE is compelling for a number of reasons:
-- Mandalay Media has the management team, seasoned veterans and strategic
relationships necessary to lead the company in its multiple service
offerings and distribution channels.
-- Mandalay Media will cultivate and expand long-term global contracts for
its television content.
-- Mandalay Media can leverage its mobile platform and operator
relationships throughout the world to provide a full mobile social media
and sports / poker playing experience.
-- Mandalay Media will tap into Facebook and additional social media
websites to develop and publish a more compelling and branded next
generation poker experience that currently offered.
-- Mandalay Media through its existing platform technologies can provide a
"connected" game experience for the internet as well as third screens
(mobile phones). Players can always be part of the WPT community
wherever they are.
-- Mandalay Media through its Play for Prizes platform is uniquely
positioned to deliver mobile and internet skill with prizes game play.
As gambling becomes legal, we will already be positioned to immediately
offer that functionality to the WPT community.
Although the majority of our proposal consists of cash, we wish to call your attention to some of the reasons we believe Mandalay's common stock is attractive. Mandalay recognizes annualized revenue of $40 million. With the expected synergies and cost savings from the combination of the two public companies, we expect annual revenues and EBITDA of the combined company to exceed $60 million and $8 million, respectively, starting from the closing.
We expect that the combined company will be listed on Nasdaq's capital market, with a larger market capitalization, greater following and enhanced liquidity for shareholders.
Our interest in this transaction is a reflection of our firm belief that a combination of our companies would be highly beneficial financially to both of our shareholder groups and accretive to Mandalay's earnings per share. In sum, we believe our proposal is superior to your proposed transaction with Peerless based on its higher current value, and the opportunity for WPTE shareholders to share in the enhanced prospect of growth of a stronger combined franchise.
The Board of Directors of Mandalay has unanimously approved this proposal and has authorized our management team to proceed.
We would like to meet with you before the scheduled shareholders meeting to discuss our proposal in greater detail. In any event, whether or not a meeting can be arranged before Friday, we urge you to postpone your shareholders meeting to allow full and serious consideration of our proposal. Please feel free to contact Robert Ellin at Mandalay Media, Inc. at 310 601 2500 or to have your financial or legal advisors contact Mr. Ellin regarding the matters set forth herein. We look forward to meeting with you soon.
Sincerely,
Mandalay Media, Inc.
By:/s/ Robert Ellin
Co-Chairman
About Mandalay Media, Inc.
Managed by leading media and technology industry executives, MNDL's mission is to build a unique combination of new media distribution and content companies through acquisitions with domestic and foreign businesses with strong management teams and historical financial performance. Through its wholly-owned subsidiary Twistbox Entertainment, Inc. ("Twistbox"), MNDL is a leading global producer and publisher of mobile entertainment. Twistbox has exclusive licenses with industry-leading brands, direct distribution with more than 120 wireless operators in over 45 countries and provides an extensive portfolio of award-winning games, WAP sites and mobile TV channels. Its wholly-owned subsidiary AMV Holding Limited is a European leader in direct-to-consumer mobile Internet content and services.
For more information, please visit www.mandalaymediainc.com or www.twistbox.com.
Statement on Cautionary Factors
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities of WPT Enterprises, Inc. Subject to future developments, additional documents regarding a transaction with WPT Enterprises, Inc. may be filed with the Securities and Exchange Commission (the "Commission") and, if and when available, would be accessible for free at the Commission's website at www.sec.gov. Investors and security holders are urged to read such disclosure documents, if and when they become available, because they will contain important information. The disclosure documents may also be obtained for free from Mandalay Media, Inc., if and when available, by directing a request to Mandalay Media, Inc., 2121 Avenue of the Stars, Suite 2550, Los Angeles, CA 90067, Attention: Investor Relations.
Mandalay Media, Inc. and its directors and executive officers and other persons may be deemed to be participants in any solicitation of proxies in respect of the proposed transaction. Information regarding Mandalay Media's directors and executive officers is available in its Annual Report on Form 10-K for the year ended March 31, 2009, which was filed with the SEC on July 14, 2009. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statements/prospectuses and other relevant materials to be filed with the SEC when they become available.
No assurance can be given that the proposed transaction described in this press release will be successfully completed, or completed on the terms proposed or any particular schedule, that the proposed transaction will not incur delays in obtaining any approvals required for a transaction or that we will realize the anticipated benefits of any proposed transaction.
This press release contains forward-looking statements about MNDL within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the proposed acquisition of WPT Enterprises, Inc. Statements including words such as "estimate", "expect", "anticipate" or "believe" and statements in the future tense are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual events or actual future results to differ materially from the expectations set forth in the forward-looking statements. Some of the factors which could cause MNDL's results to differ materially from the expectations include the following: consumer demand for the MNDL's products; consumer spending trends; fluctuations in the currencies of the countries in which MNDL operates against the US dollar; timely development and release of MNDL's products; competition in the industry; the MNDL's ability to manage expenses; MNDL's ability to manage and sufficiently integrate acquisitions of other companies; adverse changes in the securities markets; and other factors described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2009. MNDL does not undertake, and specifically disclaims any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Source: Mandalay Media, Inc.
----------------------------------------------
Mandalay Media
Inc.
Jim Lefkowitz
310-601-2500
Iron Maiden
16 years ago
Fox Sports Net Extends World Poker Tour Television Broadcast License
As Season VII Hits Airwaves, Network Secures Rights for Season VIII
Tuesday February 17, 2009, 5:00 am EST
LOS ANGELES--(BUSINESS WIRE)--WPT Enterprises, Inc. (NASDAQ:WPTE - News) and News Corporation’s Fox Sports Network (FSN) announced today that they have officially extended the television broadcast license to include World Poker Tour® (WPT) Season VIII. The new season begins filming mid-2009 and is the latest WPT programming scheduled for FSN.
“The World Poker Tour has a loyal and passionate fan base that has made the WPT one of the most popular programs on FSN,” said FSN Executive Vice President George Greenberg. “We’re thrilled to be airing Season 8 and look forward to another great year of WPT championship poker.”
WPT, which films its tournaments in premier properties around North America, will create 26 one-hour episodes from Season VIII events. Under the broadcast license, FSN receives exclusive rights to air those episodes in the United States across its national sports cable network. The timeslot and schedule will be released at a later date.
FSN began airing WPT’s inaugural Season I to high ratings last year, then followed with exclusive broadcast of all-new WPT Season VII episodes, which premiere every Sunday night. FSN also airs ClubWPT.com, a television series based on WPT’s innovative subscription poker offering, www.ClubWPT.com.
“Fox Sports Net and News Corporation have far exceeded our partnership expectations and we are thrilled to continue growing our strategic relationship,” said Steven Lipscomb, WPT Founder, President and CEO. “Airing our eighth season on the nation’s prime sports network truly underscores the force behind the WPT brand and poker as a televised sport.”
WPT programming currently airs alongside other sports programming such as MLB, NHL and NBA on the FSN network, which serves as the TV home to nearly two-thirds of all teams based in the United States. FSN's 16 owned-and-operated regional networks and its affiliated networks reach more than 80 million homes across the U.S. FSN is owned and operated by News Corporation.
ABOUT FOX SPORTS NETWORK
FSN is the nation's leading provider of local sports. FSN's 16 owned-and-operated regional networks and its affiliated networks reach more than 80 million homes across the U.S. FSN serves as the TV home to nearly two-thirds of all MLB, NHL and NBA teams based in the United States. FSN also produces close to 5,000 live local events each year, including more than 1,600 in high definition. In addition to its thousands of home team games and a wide variety of locally produced sports programs, FSN televises national sports events and programs, including Pac-10 and ACC basketball and Pac-10 and Big 12 football.
ABOUT WPTE
WPT Enterprises, Inc. is one of the most recognized names in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile. WPTE has led innovation in the sport of poker since 2003, when it ignited the global poker boom with the creation of the World Poker Tour® (WPT) television show. Based on a series of high stakes poker tournaments, WPT is now broadcast globally and premiered its all-new seventh season on Fox Sports Net’s national sports network in the United States in January 2009. WPTE also offers a unique online subscription and sweepstakes-based poker club, ClubWPT.com, which operates in 38 states across the U.S. Additionally, WPTE has a multi-media company based in Beijing specializing in television production, online and mobile games supporting the WPT China National Traktor Poker Tour™. WPTE has a 10-year exclusive partnership with the China Leisure Sports Administrative Center to market and build the sport of poker in China. WPTE also participates in strategic brand license, partnership and sponsorship opportunities. For more information, see www.worldpokertour.com.
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