TransAtlantic Petroleum Ltd.
(TSX: TNP) (NYSE American: TAT) (the “Company” or “TransAtlantic”)
today announced that, on November 9, 2020, the Company received a
letter (the “Letter”) from the NYSE American LLC (“NYSE American”)
indicating that it has determined that the Company is not in
compliance with the NYSE American continued listing standards
contained in Sections 1003(a)(i), (ii), and (iii) of the NYSE
American Company Guide because the Company reported a shareholders’
equity deficit of $17.3 million as of June 30, 2020, and losses
from continuing operations and/or net losses in the five most
recent fiscal years ended December 31, 2019.
In order to maintain its listing on the NYSE
American, the Company must submit a plan by December 9, 2020,
advising of actions it has taken or will take to regain compliance
with the continued listing standards by May 9, 2022 (the “Plan”).
The Company intends to prepare the Plan and submit it to the NYSE
American by December 9, 2020. If the NYSE American does not accept
the Plan, the Company will be subject to delisting proceedings.
There can be no assurance that the Company’s Plan will be accepted
by the NYSE American.
In the interim, the Company’s common shares will
continue to be listed on the NYSE American, subject to the
Company’s compliance with other continued listing requirements of
the NYSE American. The Letter does not affect the Company’s
business operations or its reporting obligations under the rules
and regulations of the Securities and Exchange Commission (the
“SEC”), nor does the Letter conflict with or cause an event of
default under any of the Company’s material agreements.
As previously announced, on August 7, 2020, the
Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”), by and among the Company, TAT Holdco LLC, a Texas
limited liability company (“Parent”) controlled by a group of
holders (the “Preferred Shareholder Group”) representing 100% of
the Company’s outstanding 12.0% Series A Convertible Redeemable
Preferred Shares, and TAT Merger Sub LLC, a Texas limited liability
company and wholly-owned subsidiary of Parent (“Merger Sub”),
pursuant to which the Company will merge with and into Merger Sub
(the “merger”) and each of the Company’s issued and outstanding
common shares (other than the Excluded Shares and Dissenting Shares
(each as defined in the Merger Agreement)) will be canceled and
will be converted automatically into the right to receive $0.13 in
cash. If the merger is consummated, the Company’s common shares
will be delisted from the NYSE American and Toronto Stock Exchange
and deregistered under the Securities Exchange Act of 1934, as
amended, as soon as practicable following the effective time of the
merger. Shareholders of the Company will be asked to vote on the
adoption and approval of the Merger Agreement, a Bermuda statutory
merger agreement, and the transactions contemplated thereby at a
special meeting of the Company’s shareholders that will be held on
December 17, 2020.
About TransAtlantic
The Company is an international oil and natural
gas company engaged in the acquisition, exploration, development,
and production of oil and natural gas. The Company holds interests
in developed and undeveloped properties in Turkey and Bulgaria.
(NO STOCK EXCHANGE, SECURITIES
COMMISSION, OR OTHER REGULATORY AUTHORITY HAS APPROVED OR
DISAPPROVED THE INFORMATION CONTAINED HEREIN.)
Forward-Looking Statements
Certain statements in this press release
regarding the Merger Agreement and the proposed merger constitute
“forward-looking statements” under the federal securities laws.
These forward-looking statements are intended to be covered by the
safe harbors created by the Private Securities Litigation Reform
Act of 1995. When the Company uses words such as “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “expect,” or similar
expressions, it does so to identify forward-looking statements.
Forward-looking statements are based on current expectations that
involve assumptions that are difficult or impossible to predict
accurately and many of which are beyond the Company’s control.
Actual results may differ materially from those expressed or
implied in these statements as a result of significant risks and
uncertainties, including, but not limited to, the occurrence of any
event, change, or other circumstances that could give rise to the
termination of the Merger Agreement, the inability to obtain the
requisite shareholder approval for the proposed merger or the
failure to satisfy other conditions to completion of the proposed
merger, risks that the proposed transaction disrupts current plans
and operations, the ability to recognize the benefits of the
merger, and the amount of the costs, fees, and expenses and charges
related to the merger. Additional information about these risks and
uncertainties, as well as others that may cause actual results to
differ materially from those projected, is contained in the
Company’s filings with the SEC, including the Company’s Annual
Report on Form 10-K, the Company’s quarterly reports on Form 10-Q
as well as the Schedule 13E-3 transaction statement and the
definitive proxy statement filed by the Company with SEC on
November 4, 2020. The statements in this press release speak only
as of the date of hereof, and the Company undertakes no obligation
to update or revise any forward-looking statement, whether as a
result of new information, future developments, or otherwise,
except as may be required by law.
Additional Information and Where to Find
It
In connection with the proposed transaction, the
Company filed with the SEC a definitive proxy statement on Schedule
14A on November 4, 2020. In addition, certain participants in the
proposed transaction have prepared and filed a Schedule 13E-3
transaction statement that included the definitive proxy statement
on Schedule 14A and may file or furnish other documents with the
SEC regarding the proposed transaction. This press release is not a
substitute for the proxy statement, the Schedule 13E-3, or any
other document that the Company may file or furnish with the SEC.
INVESTORS IN, AND SECURITY HOLDERS OF, THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
(INCLUDING THE SCHEDULE 13E-3) THAT ARE FILED OR FURNISHED (OR WILL
BE FILED OR FURNISHED 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 PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the definitive proxy
statement, the Schedule 13E-3 and other documents filed or
furnished with the SEC by the Company through the web site
maintained by the SEC at www.sec.gov or by contacting the Corporate
Secretary at TransAtlantic Petroleum Ltd., c/o TransAtlantic
Petroleum (USA) Corp., 16803 Dallas Parkway, Addison, TX 75001 or
at (214) 220-4323.
Participants in the
Solicitation
The Company and its directors and executive
officers and other members of management and employees may, under
SEC rules, be deemed to be “participants” in the solicitation of
proxies from the Company’s shareholders in connection with the
proposed transaction. Information regarding the persons who may be
considered “participants” in the solicitation of proxies is set
forth in the definitive proxy statement and Schedule 13E-3
transaction statement relating to the merger filed with the SEC.
Information regarding directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, in the Company is contained in the Company’s definitive
annual meeting proxy statement filed with the SEC on April 20,
2020. You may obtain a free copy of this document as described in
under the heading “Additional Information and Where to Find It”
above. Investors may obtain additional information regarding the
direct and indirect interests of such potential participants in the
proposed transaction by reading the definitive proxy statement,
Schedule 13E-3 transaction statement, and the other relevant
documents filed with the SEC when they become available.
Contacts:
Tabitha BaileyVice President, General Counsel, and Corporate
Secretary(214) 265-4708TransAtlantic Petroleum Ltd.16803 Dallas
ParkwayAddison, Texas
75001http://www.transatlanticpetroleum.com
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